abn 51 105 991 740 and controlled entities · youfu (andrew) zhou (non-executive director) alan...

JUPITER MINES LIMITED ABN 51 105 991 740

AND CONTROLLED ENTITIES

ANNUAL FINANCIAL REPORT for the year ended 30 June 2009



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CONTENTS

PAGE(S)

Directors’ Report

2 – 16

Auditor’s Independence Declaration

17

Income Statement

18

Balance Sheet

19

Statement of Changes in Equity

20 – 21

Cash Flow Statement

22

Notes to the Financial Statements

23 – 57

Directors’ Declaration

58

Independent Audit Report

59 – 61

Additional Information for Listed Companies

62 – 64

Corporate Governance Statement

65 – 70



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DIRECTORS’ REPORT In accordance with a resolution of directors, the directors present their Report together with the Financial Report of Jupiter Mines Limited (Jupiter) and its wholly owned subsidiaries (together referred to as the Consolidated Entity) for the financial year ended 30 June 2009 and the Independent Audit Report thereon. Directors The directors of Jupiter at any time during or since the end of the financial year were: Geoffrey Lloyd WEDLOCK (Non-Executive Chairman) – appointed 9th March 2009 Paul Raymond MURRAY (Independent Non-Executive) Andrew BELL (Non-Executive Director) Priyank THAPLIYAL (Non-Executive Director) Youfu (Andrew) ZHOU (Non-Executive Director) Alan Gordon TOPP (Independent Non-Executive Director) – resigned 12th March 2009 William Cheng WANG (Independent Non-Executive Director) - resigned 26th November 2008 Patrick SAM YUE (Independent Non-Executive Director) - resigned 26th November 2008 Additional information is provided below regarding the current directors. Geoffrey Lloyd WEDLOCK (Chairman; Non-Executive Director) Geoff was appointed as a Director on 9 March 2009. Geoff is a Director to a number of ASX listed exploration companies, including Independent Non–Executive Director of Gindalbie Metals Ltd, Non–Executive Director of Sundance Resources Ltd and Non-Executive Director of Gladiator Resources Ltd. Geoff’s former roles include Managing Director of Grange Resources Ltd and Portman Ltd and Executive Vice President and CEO of BHP Iron Ore Pty Ltd. He has not been a director of any other ASX listed companies in the past three years. Geoff has extensive experience in mining, transport and infrastructure industries. Paul Raymond MURRAY FFin, CPA (Independent Non-Executive Director, Audit and Remuneration Committee Chairman) Paul was appointed as a Director on 20 August 2003. Paul has served on the board and consulted to a number of ASX listed resource exploration companies . With a business career spanning 50 years, he has also been responsible for the successful listing on the ASX of a number of public companies, including resource exploration floats such as the oil and gas producers Basin Oil NL and Reef Oil NL. He has not been a director of any other ASX listed companies in the past three years. Andrew BELL (Non-Executive Director) Andrew Bell was appointed as a Director of the Company on 19 May 2008.



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Andrew is Chairman of Red Rock Resources plc, a company listed on the AIM market of the London Stock Exchange Ltd, and a substantial shareholder of Jupiter Mines Ltd. He was a natural resources analyst in London in the 1970s, then specialised in investment and investment banking covering the Asian region. He has been involved in the resource and mining sectors in Asia since the 1990s, and has served on the Boards of a number of listed resource companies. He is a Fellow of the Geological Society. He is presently also Chairman of Resource Star Limited (ASX:RSL) and Chairman of Regency Mines plc (AIM:RGM), both affiliates of Red Rock Resources plc, and of Greatland Gold plc (AIM:GGP). He has not been a director of any other ASX listed companies in the past three years.

Priyank THAPLIYAL (Non-Executive Director) Priyank Thapliyal was appointed as a Director of the Company on 4 June 2008.

Priyank Thapliyal a founding partner of Pallinghurst Resources LLP, joined Sterlite Industries in 2000 as a USD 100 million firm, serving as deputy to the owner Mr. Anil Agarwal. He implemented the strategies that led to Sterlite becoming Vedanta Resources plc (including its USD 870 million London IPO), a FTSE 100 company which was valued at USD 7.5 billion at the time of his departure in October 2005. Priyank Thapliyal led Vedanta’s USD 50 million investment in Konkola Copper Mines, Zambia, in 2004, a stake currently valued at more than USD 1 billion. Priyank was a former mining and metals investment banker with CIBCWM, Toronto Canada and is a qualified Metallurgical Engineer, MBA (Western Ontario, Canada) and former Falconbridge employee. He has not been a director of any other ASX listed companies in the past three years.

Youfu (Andrew) ZHOU (Non-Executive Director) Youfu Zhou was appointed as a Director of the Company on 23 June 2008. Youfu Zhou is currently Chairman and Managing Director of the Haoning Group, based in Beijing China. Haoning specialises in the procurement and distribution of bulk commodities, in particular iron ore. In 2007 Haoning was the second largest privately owned iron ore trading company in China. It supplies various commodities to more than 50 steel mills across China. Haoning and its subsidiaries have interests in a range of commodity related businesses including resource companies, shipping, supply and logistics and distribution companies. Haoning has offices across China, Hong Kong, Australia, India, Indonesia, Venezuela and Brazil. Youfu Zhou is a graduate from the Hebei Technology and Science Institution and has worked in the commodity trading business for more than 20 years. He has not been a director of any other ASX listed companies in the past three years. Company Secretary Mr Robert Benussi was appointed as Company Secretary on 1 July 2006. Rob is also the Chief Financial Officer and General Manager, Corporate of Jupiter. Rob holds a Diploma from the National Institute of Accountants and remains a member of this organisation. Rob has an extensive background in finance, corporate advisory and business development with companies such as Olin Corporation, Lend Lease, Dalgety and Lion Nathan. Principal Activities The principal activities of Jupiter during the year have been the continuing evaluation and exploration of existing mineral exploration interests, as well as the completion of agreements for the acquisition of various mineral exploration interests. See below for significant changes in the nature of the activities of Jupiter that occurred during the year.



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Results The consolidated result for the financial year was a loss of $10,189,577 (2008: loss of $2,722,861) after an income tax expense of $nil (2008: $nil). Dividends No dividends were paid or declared during the year by Jupiter. Review of Operations A summary of operations during the year ended 30 June 2009 is set out below. DATE ANNOUNCEMENTS & ACTIVITIES 07.07.08 The Company released Forms 604 for both Pallinghurst Resources and Red Rock

Resources announcing the companies had increased they joint holdings in Jupiter to 19.38%

15.08.08 Exploration program at Mt Mason is nearing completion with 1,629 metres of RC drilling completed with one sample returning an intersection of 11 metres at 60.29% Fe from 70 metres. 50% of drilling completed at Mt Ida and gravity survey completed at both Mt Mason and Mt Ida.

26.08.08 Central Yilgarn Iron Project update, announcing significant intersections of magnetite mineralisation at Mt Ida. Drilling program at Mt Mason completed with high assays including 14m @ 64.1% Fe from shallow depth and 5m @ 59.8% Fe also from shallow depth.

19.09.08 The Company announced the signing of a Heads of Agreement with LSG Resources (part of the Haoning Group) for Iron Ore off-take. The agreement covered 40% of DSO production from Jupiter’s existing Iron projects in Western Australia.

25.09.08 Recently drilled High Grade Haematite and Magnetite mineralisation intercepted at Mt Mason and Mt Ida Prospects. Significant high grade hematite intersected at Mt Mason, including 64m @ 60.6% Fe from 22 metres, 64m @ 60.5% Fe from 18 metres and 24m @ 63.5% Fe from 6 metres. Also, significant high grade magnetite intersected at Mt Ida, including 70m @ 33.6% Fe from surface, 66m @ 33.9% Fe from 28 metres and 70m @ 32.3% Fe from 18 metres. Initial Davies Tube Recovery rates from Mt Ida magnetite produced +70% Fe concentrate grades.

14.10.08 Discovery of additional High Grade Haematite intercepted at the Mt Mason Prospect in the Central Yilgarn Iron Project at 61m @ 65.5% Fe from 16 metres.

22.10.08 The Company announced a “Proposal to the Company” from Pallinghurst Resources and Red Rock Resources to vend in certain assets, the consideration for this would be an issue of shares which would be likely to lead to a change in control of the Company.

06.11.08 The Company announced a proposal from Pallinghurst Resources and Red Rock Resources for Shareholders to consider a proposal to vend Iron Ore, Manganese and Liquid assets into Jupiter and gain control.

26.11.08 The Company announced Nickel mineralisation intersected at the Cassini prospect, Widgiemooltha, including 0.97 m @ 1.16% Ni and 88 ppb Pt, 2.63 m @ 1.12% Ni and 138 ppb Pt and 1.02 m @ 1.77% Ni and 277ppb Pt.

26.11.08 Resignation of Patrick Sam Yue and William Wang as Directors 23.12.08 Issue of 200,000 unlisted options exercisable at 30 cents expiring three years from

issue date under the Employee Share Scheme. 23.12.08 Issue of 1,750,000 unlisted options exercisable at 35 cents expiring on 31 December

2010 in consideration for international consultancy, marketing and services provided.



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30.01.09 Recently drilled High Grade Haematite mineralisation intersections from the Central

Yilgarn Iron Project at Mt Mason. Hole 08RCMM001 results including 17m @ 58.4% Fe from 13 metres, 15m @ 60.5% Fe from 36 metres and 21m @ 65.4% Fe from 59 metres.

02.02.09 The Company released the date for its EGM, March 9th 2009 and the materials for the Notice of Meeting to consider the proposal as previously outlined in its November 6 th 2008 announcement from Pallinghurst Resources and Red Rock Resources.

23.02.09 Recently drilled High Grade Haematite intercepted at Mt Mason Prospect adds approximately 3.55 million tons (approximately 160% increase to initial resource of 2.2 million tons) to the inferred resource.

09.03.09 Appointment of Geoffrey L Wedlock as Non–Executive Director. 12.03.09 The Company announced the appointment of Geoffrey L Wedlock to Executive

Chairman and Paul Murray becoming an Independent Non-Executive Director. The Company’s head office will be relocated to Perth.

12.03.09 Resignation of Alan Topp as Director 30.03.09 Issue of 71,178,331 fully paid shares to Pallinghurst Steel Dutch (BV) and Red Rock

Resources pursuant to the transaction outlined in the explanatory memorandum being Resolution 1 attached to the notice of meeting held on March 9th 2009.

31.03.09 The Company released Form 603, becoming a substantial shareholder in Mindax Limited (ASX code: MDX) pursuant to the transaction outlined in the explanatory memorandum attached to the notice of meeting held on March 9th 2009.

11.06.09 The Company announced the details of its new registered address in Perth, WA. 22.06.09 The Company announced the granting of the Oakover Manganese tenements to Red

Rock Resources. Financial Position During the year, Jupiter issued shares to a value of $4,700,000 (2008: $10,346,400) net of transaction costs and acquired exploration interests or capitalised exploration costs to a value of $3,174,738 (2008: $1,682,289). At 30 June 2009, Jupiter held $6,526,150 in cash and cash equivalents compared with $10,106,712 at 30 June 2008 and had carried forward exploration expenditure of $7,722,967 compared with $12,518,663 at 30 June 2008. Significant Changes With the transfer of control of the Company to its major shareholder group there have been significant changes to the state of affairs of Jupiter during the year ended 30 June 2009. The transaction completed with Pallinghurst Resources Australia Limited and Red Rock Resources plc resulted in a significant expansion and diversification of Jupiter’s asset base. The strategy going forward was then focused on developing the iron ore and manganese assets, and to expand its portfolio of steel feed related commodities. Consequently the nickel, gold, base metals and uranium projects became noncore and a strategy was put in place to divest these assets maximizing return to Jupiter.



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Events Subsequent to Reporting Date Other than:

On July 1st the Company announced “Jupiter Secures Strategic Investment and Off-Take agreement with POSCO;

On July 3rd the Company announced a “Board and Management Update”; On July 13th the Company released High Grade Magnetite – Channel samples at Mt Ida; On July 20th the Company received a “Change in Substantial Holding Notice” from LSG Coal

Pty Ltd; On July 22nd the Company released the June 09 Quarterly Activities Report; On July 24th the Company released the June 09 Quarterly Cash flow Report Appendix-5B”; On August 3rd the Company gave notice of a “Change of Directors Interest Notice”; On August 10th the Company gave notice of an Extraordinary General Meeting to be held on

21st September 2009 to consider a proposed share placement to Posco Australia Pty Ltd (“POSA”);

On August 18th the Company released details of the approved exploration plan and budget for the 2009/10 financial year;

On August 21st the Company received a “Change in Substantial Holding Notice” from LSG Coal Pty Ltd;

On September 1st the Company announced the issue of 81,000,596 fully paid shares to Pallinghurst Steel Dutch (BV) and Red Rock Resources pursuant to the transaction outlined in the explanatory memorandum being Resolution 2 attached to the notice of meeting held on March 9th 2009;

On September 1st the Company received a “Change in Substantial Holding Notice” from Pallinghurst; and

On September 1st the Company received a “Change in Substantial Holding Notice” from Red Rock;

in the opinion of the directors, there has not arisen in the interval between the end of the financial year and the date of the report any matter or circumstance that has significantly affected, or may significantly affect the Consolidated Entity’s operations, results or the state of affairs in future financial years. Likely Developments The Directors intend Jupiter to proceed with evaluation and exploration of Jupiter’s mineral interests and to consider participation in any complementary exploration and mining opportunities which may arise. In particular, Jupiter may pursue further joint venture opportunities where appropriate. Further information about likely developments in the operations of Jupiter and the expected results of those operations on future financial years has been omitted from this Report because disclosure of the information would be likely to result in unreasonable prejudice to Jupiter. Further information about Jupiter’s business strategies and its prospects for future financial years has been omitted from this Report because disclosure of the information is likely to result in unreasonable prejudice to Jupiter. Environmental Regulations and Performance Jupiter’s operations are subject to general environmental regulation under the laws of the States and Territories of Australia in which it operates. In addition, the various exploration interests held by Jupiter impose environmental obligations on it in relation to site remediation following sampling and drilling programs.



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The Board is aware of these requirements and management is charged to ensure compliance. The Directors are not aware of any breaches of these environmental regulations and licence obligations during the year. Options and Rights At 30 June 2009 there were 15,100,000 (2008: 13,650,000) options over unissued shares in the capital of Jupiter, details of which are set out in Note 20 of the attached Notes to the Financial Statements. 1,950,000 (2008: 1,950,000) options were issued during the year. No options were exercised during the year. As at the date of the Report, there were 15,100,000 options over unissued shares in the capital of Jupiter. Since 30 June 2009 to the date of this Report, no options have been exercised. 500,000 options lapsed/cancelled during the reporting period. Meetings – Attendance by Directors Board Meetings The number of directors meetings and the number of meetings attended by each of the Directors of Jupiter during the financial year under review are: Director Number of

meetings held during the tenure of the director

Number of meetings attended

Geoffrey Wedlock 3 3 Paul Murray 15 15 Priyank Thapliyal 14 12 Andrew Bell 14 13 Youfu (Andrew) Zhou / Alternate

14 3

William Wang 6 4 Patrick Sam Yue 6 5 Alan Topp 12 12 Committee Meetings The number of committee meetings and the number of meetings attended by each of the directors of Jupiter during the financial year under review are: Director Audit

Committee meetings attended

Audit Committee meetings held during tenure

Remuneration Committee meetings attended

Remuneration Committee meetings held during tenure

Paul Murray 1 1 2 2 Alan Topp 1 1 n/a n/a Andrew Bell n/a n/a n/a n/a Patrick Sam Yue 1 1 2 2 William Wang 1 1 n/a n/a



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Directors’ Interests Particulars of directors’ interests in securities as at the date of this report are as follows: Director Ordinary Shares Options over Ordinary Shares Geoffrey Wedlock Nil Nil Paul Murray 2,145,000 1,500,000 Andrew Bell1 Nil Nil Priyank Thapliyal2 Nil Nil Youfu (Andrew) Zhou3 Nil Nil Further information on options granted to Directors as part of their remuneration is set out on in the Remuneration Report. 1 Andrew Bell as the Chairman and Director of Red Rock Resources plc has a relevant interest in Red Rock Resources plc (RRR). RRR is the registered owner of 93,104,165 Ordinary Shares.

2Priyank Thapliyal as the Partner Pallinghurst Resources LLP, has a relevant interest in Pallinghurst Steel Feed Dutch (BV) (PSF). PSF is the registered owner of 92,899,165 Ordinary Shares.

3 Youfu (Andrew) Zhou as the Director and Shareholder of LSG Coal Pty Limited has a relevant interest in LSG Coal Pty Ltd (LSG). LSG is the registered owner of 19,754,023 Ordinary Shares.

Contracts with Directors There is one Consultancy Agreement with Geoffrey L Wedlock and (Keypalm Pty Ltd) which commenced on March 12th 2009.The consultancy fee (total remuneration package excluding options) comprises of $120,000 per annum which includes Directors fees of $60,000 p.a and consultancy fees of $60.000 p.a. The agreement may be terminated at any time by either party giving three months notice in writing. The key contract and other terms of the Executive Directors and Other Key Management Personnel are set out below:

Contract Details Geoffrey Wedlock (trading as Keypalm Pty Ltd) Duration of contract from 12th March 2009. Termination notice period Termination without notice: Three months notice Termination with notice: Three months notice Voluntary termination: Three months notice Termination payments None specified.

Indemnification and Insurance of Officers and Auditors Under the Constitution of Jupiter, Jupiter indemnifies, to the extent permitted by law, each Director and Secretary of Jupiter against any liability incurred by that person as an officer of Jupiter. During the financial year, Jupiter paid a premium of $27,467.83 (including GST and stamp duty) for Directors’ and Officers’ liability insurance policies, which cover all Directors and Officers of Jupiter. Jupiter has not paid any premiums in respect of any contract insuring its auditor against a liability incurred in that role as an auditor of Jupiter. In respect of non-audit services, Grant Thornton, Jupiter’s auditor has the benefit of an indemnity to the extent Grant Thornton reasonably relies on information provided by Jupiter which is false, misleading or incomplete. No amount has been paid under this indemnity during the financial year ending 30 June 2009 or to the date of this Report.



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Details of the nature of the liabilities covered and the amount of premium paid in respect of Directors’ and Officers’ insurance policies are not disclosed as such disclosure is prohibited under the terms of the contracts. Non-Audit Services Given there were no non-audit services provided during the 2008/09 financial year by Grant Thornton as the external auditor, the Directors are satisfied that the work by Grant Thornton as the external auditor was compatible with the general standard of independence for auditors imposed by the Corporations Act. A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act is included in this Report on page 17 and forms part of this report. Details of the amounts paid to the Grant Thornton for audit services provided during the year are set out in Note 6 to the Financial Statements. Proceedings on behalf of Jupiter On 16th February 2009, four Plaints and Summons have been lodged against Jupiter covering the Klondyke gold project on the basis that the claimant states that Jupiter has failed to comply with the terms of the option deed dated 29 January 2004, and thus requesting that Jupiter transfers 75 shares in each mining lease back to the plaintiffs under the terms of the option deed. Jupiter considers that the Plaintiffs have no claim and will defend the matter which has been adjoined to the 25th September 2009 in the Marble Bar Warden’s Court. The June 30th 2009 Exploration value of Klondyke was $498,845. No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of these proceedings. The Company was not a party to any such proceedings during the year. Remuneration Report This report details the nature and amount of remuneration for each Director of Jupiter Mines Limited and for the Key Management Personnel receiving the highest remuneration. Remuneration Policies and Practices In relation to remuneration issues, the Board has established some initial policies to ensure that Jupiter remunerates fairly and responsibly. The Remuneration Policy of the Board is designed to ensure that the level and composition of remuneration is competitive, reasonable and appropriate for the results delivered and to attract and maintain desirable directors and employees. The remuneration structures reward the achievement of strategic objectives to achieve the broader outcome of creation of value for shareholder. The Remuneration & Nomination Committee reviews and recommends to the Board on matters of remuneration policy and specific emolument recommendations in relation to senior management and Directors. The Board of Jupiter Mines Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the consolidated group, as well as create goal congruence between directors, executives and shareholders.



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Non-Executive Director Remuneration Fees Non-Executive Director fees are determined within an aggregate Directors’ fee pool limit, which are periodically approved by shareholders in general meeting. The current limit is $300,000. During the year ended 30 June 2009, $289,712 of the fee pool was used. Equity Participation Non-Executive Directors’ remuneration is by way of a fixed annual fee which is supplemented by the issue of incentive options under the Jupiter Mines Limited Employee Option Plan and subject to the approval of shareholders in general meeting. There were no options issued to Directors during the year. Retirement Benefits Non-Executive Directors do not receive retirement benefits, other than statutory superannuation entitlements. Other Key Management Personnel Remuneration Other Key Management Personnel (including Executive Directors) are offered a base salary, which is reviewed on a periodic basis, having regard to market practices and the skills and experience of the Executive. Other Key Management Personnel receive other benefits as part of their type of employment, which may include a mobile phone and laptop. Selected Other Key Management Personnel are invited to participate in the Jupiter Mines Limited Employee Option Plan. There are no termination benefits payable to Other Key Management Personnel, other than payment of their statutory outstanding entitlements such as annual and long services leave. Relationship between Remuneration Policy and Jupiter’s Performance - audited Details of the Jupiter Mines Limited Employee Option Plan (Plan) and specific information on the performance conditions are set out below:



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Description Rationale Jupiter Mines Limited Employee Option Plan Options are offered to select employees and Key Management Personnel of Jupiter. Non-Executive Directors are entitled to participate in the Option Plan as well. Subject to the achievement of service conditions, options may vest and be converted into ordinary Jupiter shares on a one-for-one basis. An exercise price is payable upon the conversion of options. There are no voting or dividend rights attaching to the options until they are exercised by the employee, at which point ordinary shares which rank equally with all other Jupiter shares are issued and quoted on the ASX. The options cannot be transferred and will not be quoted on the ASX. All options expire on the earlier of their expiry date or termination of the individual's employment.

The Option Plan is designed to reward and retain directors, Key Management Personnel and select other employees of Jupiter. The vesting conditions have been designed to ensure correlation between Jupiter’s share price performance and value delivered to shareholders. Only when the share price increases can options vest and be exercised; share price increases are one of the considerations of the consequences of Jupiter’s performance on shareholder wealth for the purposes of 300A(1AB) of the Corporations Act. The Plan therefore not only aligns the interests of shareholders and participants alike, but in turn assists in increasing shareholder value.

Anti-Hedging Policy No Jupiter employee is permitted to enter into transactions with securities (or any derivative thereof) which limit the economic risk of any unvested entitlements awarded under any Jupiter equity-based remuneration scheme currently in operation or which will be offered by Jupiter in the future. As part of Jupiter’s due diligence undertaken at the time of half and full year results, Jupiter’s equity plan participants are requested to confirm that they have not entered into any such prohibited transactions. Continuous Improvement Jupiter will continually review all elements of its remuneration philosophy to ensure that they are appropriate from the perspectives of governance, disclosure, reward and market conditions. Remuneration Summary The information provided here is that required under section 300A of the Corporations Act and Accounting Standard AASB 124 Related Party Disclosures and Jupiter has assumed the benefit of the exemption contained in the Corporations Regulation 2M.3.03.



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Key Management Personnel Remuneration

2009

Key Management Person Short-term Benefits Post- employment

Benefits

Cash, salary and commis-

sions1

Cash profit share/bonus

Non-cash benefit

Termination Payments

Super- annuation

Directors $ $ $ $ $

Mr G L Wedlock 36,129 — — — —

Mr P R Murray 53,731 — — — 18,125

A G Topp 39,697 — — 12,500 —

Mr W C Wang 22,306 — — 7,500 —

Mr P Sam Yue 22,251 — — 7,500 —

Mr A Bell 50,000 — — — —

Mr P Thapliyal 24,000 — — — —

Mr Y Zhou 45,833 — — — — Other Key Management Personnel

Mr G Durack 224,771 — — — 20,229

Mr R J Benussi 187,500 15,000 — — —

Mr C W Guy 160,609 — — — 14,445

866,827 15,000 — 27,500 52,799

2009 (cont’d)

Key Management Person Other Long-term

Benefits

Share-based Payment Total Performance Related

Other Equity Options2

Directors $ $ $ $ %

Mr G L Wedlock — — — 36,129 —

Mr P R Murray — — — 71,856 —

Mr A G Topp — — — 52,197 —

Mr W C Wang — — — 29,806 —

Mr P Sam Yue — — — 29,751 —

Mr A Bell — — — 50,000 —

Mr P Thapliyal — — — 24,000 —

Mr Y Zhou — — — 45,833 — Other Key Management Personnel

Mr G Durack — — — 245,000 —

Mr R J Benussi — — — 202,500 —

Mr C W Guy — — 6,800 181,854 3.74

— — 6,800 968,926 0.68



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Key Management Personnel Remuneration

2008

Key Management Person Short-term Benefits Post- employment

Benefits

Cash, salary and commis-

sions1

Cash profit share/bonus

Non-cash benefit

Termination Payments

Super- annuation

Directors $ $ $ $ $

Mr P R Murray 73,749 — — — —

Mr A G Topp 44,368 — — — —

Mr W C Wang 39,167 — — — —

Mr P Sam Yue 33,727 — — — —

Mr A Bell 5,694 — — — —

Mr P Thapliyal — — — — —

Mr Y Zhou — — — — — Other Key Management Personnel

Mr G Durack 131,116 — — — 11,800

Mr R J Benussi 180,200 — — — 6,000

Mr C W Guy 162,729 — — — 12,846

670,750 — — — 30,646 2008 (cont’d)

Key Management Person Other Long-term

Benefits

Share-based Payment Total Performance Related

Other Equity Options2

Directors $ $ $ $ %

Mr P R Murray — — — 73,749 —

Mr A G Topp — — — 44,368 —

Mr W C Wang — — — 39,167 —

Mr P Sam Yue — — — 33,727 —

Mr A Bell — — — 5,694 —

Mr P Thapliyal — — — — —

Mr Y Zhou — — — — — Other Key Management Personnel

Mr G Durack — — 193,000 335,916 —

Mr R J Benussi — — 323,400 509,600 —

Mr C W Guy — — 95,400 270,975 —

— — 611,800 1,313,196 — 1 Includes amounts paid to related entities, see Note 28 for more details. 2 For a breakdown of these options, please refer to the table below.



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OPTIONS AND RIGHTS OVER EQUITY INSTRUMENTS GRANTED AS COMPENSATION Details of entitlement to options over ordinary shares in Jupiter that were granted as compensation to the key management personnel during the reporting period and details on options that vested during the reporting period are as follows: Options Granted as Remuneration

Terms & Conditions for Each Grant

Vested No. Granted No.

Grant Date Value per

Option at Grant

Date $

Lapsed Exercise Price

$

First Exercise

Date

Last Exercise

Date

Key Management Personnel

Mr C W Guy 200,000 200,000 17 Dec 08 3.4 cents — 30 cents 17 Dec 08 17 Dec 11

200,000 200,000

All options were granted for nil consideration. Shares Issued on Exercise of Compensation Options

Options exercised during the year that were granted as compensation in prior periods

No. of Ordinary Shares Issued

Amount Paid per Share

Amount Unpaid per Share

Key Management Personnel Nil — —

Nil — — Options Granted as Remuneration Options

Granted as Part of Remu-

neration $

Total Remu-neration

Represented by Options

%

Options Exercised

$

Options Lapsed

($) Total

$

Mr C W Guy 6,800 3.73 — — 6,800

6,800 — — 6,800

EXERCISE OF OPTIONS GRANTED AS COMPENSATION During the reporting period, no shares were issued to key management personnel on the exercise of options previously granted as compensation.



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ANALYSIS OF OPTIONS AND RIGHTS OVER EQUITY INSTRUMENTS GRANTED AS COMPENSATION Details of the vesting profile of the entitlement to options granted as remuneration to each of the key management personnel are set out on the below:

Details of Options Value yet to vest Number Grant

Date % vested in

year %

forfeited in year1

Financial year in

which grant vests

Min

($)2

Max

($)3

Directors Geoffrey Wedlock -- - - - - n/a n/a Paul Murray -- - - - - n/a n/a

Alan Topp - - - - - n/a n/a

William Wang - - - - - n/a n/a

Patrick Sam Yue - - - - - n/a n/a

Andrew Bell - - - - - n/a n/a

Priyank Thapliyal - - - - - n/a n/a

Youfu Zhou - - - - - n/a n/a Other Key Management Personnel Greg Durack - - - - - n/a n/a Robert Benussi - - - - - n/a n/a Charles Guy 200,000 17 Dec 08 100 - 2009 n/a n/a

1 The percentage forfeited in the year represents the reduction from the maximum number of options available to vest due to the highest performance criteria not being achieved. 2 The minimum value of options yet to vest is $nil as all options have vested. 3 The maximum value of options yet to vest is $nil as all options have vested. ANALYSIS OF MOVEMENTS ON OPTIONS The movement during the reporting period, by total number of entitlement to options over ordinary shares in Jupiter held by key management personnel is detailed below:

Year Entitlement to Options granted in

year $ 1

Exercised in Year $

Forfeited in Year $

Total Option Value in Year $

Directors Geoffrey Wedlock 2009 Paul Murray 2009 - - - - Alan Topp 2009 - - - - William Wang 2009 - - - - Patrick Sam Yue 2009 - - - - Andrew Bell 2009 - - - - Priyank Thapliyal 2009 - - - - Youfu Zhou 2009 - - - - Other Key Management Personnel Greg Durack 2009 - - - - Robert Benussi 2009 - - - - Charles Guy 2009 6,800 - - 6,800

1 The value of the entitlement to options grants in the year is the fair value of the options calculated at grant date using a Black-Scholes Merton pricing model.



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SUMMARY OF KEY CONTRACTS TERMS The key contract and other terms of the Executive Directors and Other Key Management Personnel are set out below:

Contract Details Geoffrey Wedlock (trading as Keypalm Pty Ltd) Duration of contract from 1 March 2009. Termination notice period Termination without notice: Three months notice Termination with notice: Three months notice Voluntary termination: Three months notice Termination payments None specified.

Contract Details Greg Durack Duration of contract 2 years from 11 December 2007. Termination notice period Termination without notice: Six months salary Termination with notice: Six months notice or payment

in lieu Termination due to takeover: 12 months salary Voluntary termination: Three months notice Termination payments As above.

Corporate Governance The directors aspire to maintain the standards of Corporate Governance appropriate to Jupiter. Jupiter’s Corporate Governance Statement is set out on pages 65 to 70 of this Report. This report is signed in accordance with a resolution of the Board of Directors.

Geoffrey L Wedlock Sydney 10 September 2009

Grant Thornton NSW ABN 25 034 787 757 Level 17, 383 Kent Street Sydney NSW 2000 PO Locked Bag Q800 QVB Post Office Sydney NSW 1230

T +61 2 8297 2400

F +61 2 9299 4445

E [email protected]

W www.grantthornton.com.au

17

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together

with its subsidiaries and related entities, delivers its services independently in Australia.

Liability limited by a scheme approved under Professional Standards legislation.

Auditor’s Independence Declaration

To The Directors Of Jupiter Mines Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead

auditor for the audit of Jupiter Mines Limited for the year ended 30 June 2009, I declare

that, to the best of my knowledge and belief, there have been:

a no contraventions of the auditor independence requirements of the Corporations Act

2001 in relation to the audit; and

b no contraventions of any applicable code of professional conduct in relation to the

audit.

GRANT THORNTON NSW Chartered Accountants N J BRADLEY Partner Sydney, 10 September 2009



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INCOME STATEMENT for the year ended 30 June 2009

Note Consolidated Group Parent Entity

2009 $

2008 $

2009 $

2008 $

Revenues 2 377,825 413,413 377,825 413,413 Depreciation and amortisation expense (68,589) (56,944) (68,589) (56,944) Finance costs (3,140) (5,655) (3,140) (5,655) Director and secretarial costs (329,846) (307,190) (329,846) (307,190) Impairment of exploration interests (7,892,916) (6,078) (7,754,916) (6,078) Impairment of investment in controlled entity

— — (138,000) —

Impairment of property, plant and equipment

(41,903) — (41,903) —

Insurance costs (50,303) (50,066) (50,303) (50,066)

Legal and professional costs (249,655) (230,202) (249,655) (230,202) Travel and entertaining costs (139,136) (256,955) (139,136) (256,955)

Occupancy costs (292,372) (135,699) (292,372) (135,699)

Consultancy fees (665,546) (345,014) (665,546) (345,014)

Administration expenses (269,726) (340,867) (269,726) (340,867) Employee benefits expense (426,727) (330,079) (426,727) (330,079) Directors, employees & consultant option expenses

(45,300) (959,900) (45,300) (959,900)

Other expenses (92,243) (111,625) (92,243) (111,625) Loss before income tax (10,189,577) (2,722,861) (10,189,577) (2,722,861) Income tax expense 4 — — — —

Loss for the year (10,189,577) (2,722,861) (10,189,577) (2,722,861)

Net loss attributable to members of the parent entity (10,189,577) (2,722,861) (10,189,577) (2,722,861)

Overall Operations Basic loss per share (cents per share) 8 (5.44) (1.97) Diluted loss per share (cents per share) 8 (5.44) (1.97) The financial statements should be read in conjunction with the accompanying notes.



- 19 -

BALANCE SHEET as at 30 June 2009

Note Consolidated Group Parent Entity

2009

$ 2008

$ 2009

$ 2008

$ ASSETS

CURRENT ASSETS

Cash and cash equivalents 9 6,526,150 10,106,712 6,526,149 10,106,711 Trade and other receivables 10 85,493 117,524 85,493 117,524

Other current assets 15 14,808 17,443 14,808 17,443

TOTAL CURRENT ASSETS 6,626,451 10,241,679 6,626,450 10,241,678

NON-CURRENT ASSETS Financial assets 11 6,567,134 107,180 6,569,134 247,180 Property, plant and equipment 13 104,419 200,118 104,419 200,118 Intangible assets 14 871 — 871 —

Other non-current assets 15 808 5,396 808 5,396 Exploration and evaluation assets 16 7,722,967 12,518,663 7,720,968 12,378,664

TOTAL NON-CURRENT ASSETS 14,396,199 12,831,357 14,396,200 12,831,358

TOTAL ASSETS 21,022,650 23,073,036 21,022,650 23,073,036

CURRENT LIABILITIES Trade and other payables 17 330,882 346,210 330,882 346,210 Short-term borrowings 18 22,502 86,762 22,502 86,762 Short-term provisions 19 95,895 23,526 95,895 23,526

TOTAL CURRENT LIABILITIES 449,279 456,498 449,279 456,498

NON-CURRENT LIABILITIES Trade and other payables 17 — 48,302 — 48,302 Long-term provisions 19 24,458 35,000 24,458 35,000

TOTAL NON-CURRENT LIABILITIES 24,458 83,302 24,458 83,302

TOTAL LIABILITIES 473,737 539,800 473,737 539,800

NET ASSETS 20,548,913 22,533,236 20,548,913 22,533,236

EQUITY

Issued capital 20 36,896,650 32,168,150 36,896,650 32,168,150

Reserves 4,648,554 1,181,800 4,648,554 1,181,800 Accumulated losses (20,996,291) (10,816,714) (20,996,291) (10,816,714)

TOTAL EQUITY 20,548,913 22,533,236 20,548,913 22,533,236

The financial statements should be read in conjunction with the accompanying notes.



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STATEMENT OF CHANGES IN EQUITY for the year ended 30 June 2009

Consolidated Group

Share Capital Reserves

Note Ordinary Options Options

Financial Assets

Accumulated Losses Total

$ $ $ $ $ Balance at 1 July 2007 21,260,592 2,560,862 1,687,800 — (8,771,657) 16,737,597

Shares issued during the period 7,558,600 — — — — 7,558,600 Options issued during the year — 507,700 452,200 — — 959,900

Options converted to shares during the period

2,787,800 (2,460,800) (327,000) — — —

Transfer from reserve — (46,604) (631,200) — 677,804 —

Loss attributable to members of parent entity

— — — — (2,722,861) (2,722,861)

Sub-total 31,606,992 561,158 1,181,800 — (10,816,714) 22,533,236

Dividends paid or provided for 7 — — — — — —

Balance at 30 June 2008 31,606,992 561,158 1,181,800 — (10,816,714) 22,533,236 Shares issued during the year 4,700,000 — — — — 4,700,000 Options recognised during the period

— 38,500 6,800 — — 45,300

Transfer from reserve — (10,000) — — 10,000 —

Revaluation increment — — — 3,459,954 — 3,459,954 Loss attributable to members of parent entity

— — — — (10,189,577) (10,189,577)

Sub-total 36,306,992 589,658 1,188,600 3,459,954 (20,996,291) 20,548,913


Balance at 30 June 2009 36,306,992 589,658 1,188,600 3,459,954 (20,996,291) 20,548,913




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STATEMENT OF CHANGES IN EQUITY for the year ended 30 June 2009

Parent Entity

Share Capital Reserves

Note Ordinary Options Options

Financial Assets

Accum-ulated Losses Total

$ $ $ $ $ Balance at 1 July 2007 21,260,592 2,560,862 1,687,800 — (8,771,657) 16,737,597

Shares issued during the period 7,558,600 — — — — 7,558,600 Options issued during the year — 507,700 452,200 — — 959,900


2,787,800 (2,460,800) (327,000) — — —

Transfer from reserve — (46,604) (631,200) — 677,804 —

Loss attributable to members of parent entity

— — — — (2,722,861) (2,722,861)

Sub-total 31,606,992 561,158 1,181,800 — (10,816,714) 22,533,236


Balance at 30 June 2008 31,606,992 561,158 1,181,800 — (10,816,714) 22,533,236 Shares issued during the year 4,700,000 — — — — 4,700,000 Options recognised during the period

— 38,500 6,800 — — 45,300

Transfer from reserve — (10,000) — — 10,000 — Revaluation increment — — — 3,459,954 — 3,459,954 Loss attributable to members of parent entity

— — — — (10,189,577) (10,189,577)

Sub-total 36,306,992 589,658 1,188,600 3,459,954 (20,996,291) 20,548,913

Dividends paid or provided for 7 — — — — — — Balance at 30 June 2009 36,306,992 589,658 1,188,600 3,459,954 (20,996,291) 20,548,913




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CASH FLOW STATEMENT for the year ended 30 June 2009

Consolidated Group Parent Entity Note 2009

$ 2008

$ 2009

$ 2008

$ CASH FLOWS FROM OPERATING ACTIVITIES

Payments to suppliers and employees (2,793,508) (2,357,202) (2,793,508) (2,357,202)Interest received 377,474 414,914 377,474 414,914 Other income 351 102,182 351 102,182 Goods and services tax refunds 460,521 348,112 460,521 348,112 Finance costs (3,140) (5,655) (3,140) (5,655)Net cash used in operating activities 25a (1,958,302) (1,497,649) (1,958,302) (1,497,649) CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (83,262) (39,108) (83,262) (39,108)Payments for exploration and evaluation (2,474,738) (2,015,318) (2,474,738) (2,015,318)

Net cash used in investing activities (2,558,000) (2,054,426) (2,558,000) (2,054,426)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issue of shares and conversion of options to shares

1,000,000

7,532,000

1,000,000

7,532,000

Net cash provided by financing activities 1,000,000 7,532,000 1,000,000 7,532,000 Net (decrease)/increase in cash and cash equivalents held (3,516,302) 3,979,925 (3,516,302) 3,979,925 Cash at beginning of financial year 10,019,950 6,040,025 10,019,949 6,040,024 Cash at end of financial year 9 6,503,648 10,019,950 6,503,647 10,019,949




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NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2009

Note 1: Statement Of Significant Accounting Policies This financial report includes the consolidated financial statements and notes of Jupiter Mines Limited and controlled entities (‘Consolidated Group’ or ‘Group’), and the separate financial statements and notes of Jupiter Mines Limited as an individual parent entity (‘Parent Entity’). The financial statements were authorised for issued by the board of directors on 10 September 2009. Basis of Preparation The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated. The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. (a) Principles of Consolidation A controlled entity is any entity over which Jupiter Mines Limited has the power to govern the financial and

operating policies so as to obtain benefits from its activities. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights are considered.

A list of controlled entities is contained in Note 12 to the financial statements. As at reporting date, the assets and liabilities of all controlled entities have been incorporated into the

consolidated financial statements as well as their results for the year then ended. Where controlled entities have entered (left) the consolidated group during the year, their operating results have been included (excluded) from the date control was obtained (ceased).

All inter-group balances and transactions between entities in the consolidated group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity.

Business Combinations Business combinations occur where control over another business is obtained and results in the

consolidation of its assets and liabilities. All business combinations, including those involving entities under common control, are accounted for by applying the purchase method. The purchase method requires an acquirer of the business to be identified and for the cost of the acquisition and fair values of identifiable assets, liabilities and contingent liabilities to be determined as at acquisition date, being the date that control is obtained. Cost is determined as the aggregate of fair values of assets given, equity issued and liabilities assumed in exchange for control together with costs directly attributable to the business combination. Any deferred consideration payable is discounted to present value using the entity’s incremental borrowing rate.

(b) Income Tax The income tax expense (revenue) for the year comprises current income tax expense (income) and

deferred tax expense (income). Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated

using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.



- 24 -


Note 1: Statement Of Significant Accounting Policies (cont’d) (b) Income Tax (cont’d) Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances

during the year as well unused tax losses. Current and deferred income tax expense (income) is charged or credited directly to equity instead of the

profit or loss when the tax relates to items that are credited or charged directly to equity. Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax

bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

(c) Plant and Equipment Each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation

and impairment losses. Plant and equipment Plant and equipment are measured on the cost basis. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of

the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

The cost of fixed assets constructed within the consolidated group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.



- 25 -


Note 1: Statement Of Significant Accounting Policies (cont’d) (c) Plant and Equipment (cont’d) Depreciation The depreciable amount of all fixed assets is depreciated on a straight-line basis over their useful lives to the

consolidated group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset Depreciation Rate Office equipment 33.33% Furniture & fittings 7.50% Leasehold improvements 20.00% The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet

date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying

amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains

and losses are included in the income statement. (d) Exploration and Evaluation Expenditure Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest.

These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Accumulated costs in relation to an abandoned area are written off in full to the income statement in the year in which the decision to abandon the area is made.

(e) Leases Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset,

but not the legal ownership that are transferred to entities in the group are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair

value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over their estimated useful lives or the lease term. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are

charged as expenses in the periods in which they are incurred. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis

over the life of the lease term.



- 26 -


Note 1: Statement Of Significant Accounting Policies (cont’d) (f) Financial Instruments Recognition and Initial Measurement Financial instruments are recognised when the entity becomes a party to the contractual provisions of the

instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted).

Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.

Classification and Subsequent Measurement Finance instruments are subsequently measured at either of fair value, amortised cost using the effective

interest rate method, or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

Amortised cost is calculated as:

a. the amount at which the financial asset or financial liability is measured at initial recognition;

b. less principal repayments;

c. plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the maturity amount calculated using the effective interest method; and

d. less any reduction for impairment. The effective interest method is used to allocate interest income or interest expense over the relevant period

and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss.

The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments.

i. Financial assets at fair value through profit or loss

Financial assets are classified at ‘fair value through profit or loss’ when they are either held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying value being included in profit or loss.

ii. Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost.

iii. Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost.



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Note 1: Statement Of Significant Accounting Policies (cont’d) (f) Financial Instruments (cont’d)

iv. Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

v. Financial liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost.

Fair value Fair value is determined based on current bid prices for all quoted investments. Fair value for unlisted

securities whose fair value cannot be reliably measured are measured at cost. The fair value of unlisted securities cannot be reliably measured as the probabilities of the various estimates within the range cannot be reasonably assessed and used in estimating fair value.

Impairment At each reporting date, the Group assess whether there is objective evidence that a financial instrument has

been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the income statement.

Derecognition Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is

transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. When securities classified as available-for-sale are sold or impaired, fair value adjustments are included in the income statement as gains and losses from investment securities.

(g) Impairment of Assets At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine

whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the income statement.

Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(h) Employee Benefits Provision is made for the company’s liability for employee benefits arising from services rendered by

employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. Those cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows.



- 28 -


Note 1: Statement Of Significant Accounting Policies (cont’d) (i) Provisions Provisions are recognised when the group has a legal or constructive obligation, as a result of past events, for

which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. (j) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly

liquid investments with original maturities of three months or less, less credit card facilities used. Bank overdrafts are shown as short-term borrowings in liabilities.

(k) Revenue and Other Income Revenue is measured at the fair value of the consideration received or receivable after taking into account any

trade discounts and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue.

Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument.

All revenue is stated net of the amount of goods and services tax (GST). (l) Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily

take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in income in the period in which they are incurred. (m) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST

incurred is not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST.

Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

(n) Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in

presentation for the current financial year. (o) Critical Accounting Estimates and Judgments The directors evaluate estimates and judgments incorporated into the financial report based on historical

knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

Key estimates — Impairment The Group assesses impairment at each reporting date by evaluating conditions specific to the group that may

lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined.

An impairment charge has been recognised on the Parent entity’s investment in the controlled entity Future Resources Australia Pty Ltd of $138,000. Refer to note 11 for more details.

An impairment charge has also been recognised on property, plant and equipment of $41,903. Refer to note 13.



- 29 -


Note 1: Statement Of Significant Accounting Policies (cont’d) (o) Critical Accounting Estimates and Judgments (cont’d) Key estimates — Options The fair value of services received in return for options granted are measured by reference to the fair value of

options granted. The estimate of the fair value of the services received is measured based on the Black Scholes option-pricing model. The contractual life of the options is used as an input into the model. Expectations of early exercise are incorporated into the model as well. Refer to note 20 for more details.

The expected volatility is based on the historic volatility of peer group entities (calculated on the weighted average remaining life of the share options), adjusted for any expected changes to volatility due to publicly available information. Further information regarding assumptions are included in note 26.

Key judgements — Exploration and evaluation expenditure The Group’s accounting policy for exploration and evaluation expenditure results in certain items of

expenditure being capitalised for an area of interest where it is considered likely to be recoverable by future exploitation or sale or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. This policy requires management to make certain estimates and assumptions as to future events and circumstances, in particular whether an economically viable extraction operation can be established. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised the expenditure under the policy, a judgement is made that recovery of the expenditure is unlikely, the relevant capitalised amount will be written off to the income statement. An impairment has been recognised in respect of exploration expenditure at reporting date of $7,892,916. Refer to note 16 for more details.

(p) Share based payments Under AASB 2 share based payments, the Company is required to determine the fair value of options issued

to employees as remuneration and recognise as an expense in the statement of financial performance. This standard is not limited to options and also extends to other forms of equity-based remuneration.



- 30 -


Note Consolidated Group Parent Entity Note 2: Revenue 2009

$ 2008

$ 2009

$ 2008

$ Other revenue — interest received 377,474 411,167 377,474 411,167 — other revenue 351 2,246 351 2,246

377,825 413,413 377,825 413,413

(a) Interest revenue from: — other persons 377,474 411,167 377,474 411,167

Note 3: Loss from Ordinary Activities (a) Expenses Finance costs: — other persons 3,140 5,655 3,140 5,655

Total finance costs 3,140 5,655 3,140 5,655 Rental expense on operating leases — operating lease rental 37,847 34,005 37,847 34,005 Bad and doubtful debts — 7,769 — 7,769 Deprecation of non-current assets:

— Leasehold improvements 47,678 47,679 47,678 47,679 — Plant and equipment 20,065 8,639 20,065 8,639 — furniture and fittings 846 626 846 626 Total depreciation 68,589 56,944 68,589 56,944

Impairment of property, plant and equipment

41,903 — 41,903 —

Note 4: Income Tax Expense (a) The prima facie tax on loss from ordinary

activities before income tax is reconciled to the income tax as follows:

Prima facie tax payable on loss from ordinary activities before income tax at 30% (2008: 30%)

— consolidated entity/parent (3,056,873) (816,858) (3,056,873) (816,858) Add: Tax effect of: — Write-downs to recoverable amounts 41,400 — 41,400 — — Share options expensed 13,590 287,970 13,590 287,970 — Other non-deductible expenses 4,310 — 4,310 —

(2,997,573) (528,888) (2,997,573) (528,888)



- 31 -


Note Consolidated Group Parent Entity Note 4: Income Tax Expense (cont’d) 2009

$ 2008

$ 2009

$ 2008

$ Less: Tax effect of: — other deductible items (56,953) (71,296) (56,953) (71,296) Income tax benefit (3,054,526) (600,184) (3,054,526) (600,184) Income tax benefit not brought to account 3,054,526 600,184 3,054,526 600,184 Income tax expense — — — —

(b) Deferred income tax benefit (net of deferred tax liability reduced – note c) in respect of tax losses not brought to account 5,780,181 2,534,782 5,780,181 2,534,782

Deferred income tax benefit attributable to timing differences not brought to account included above. 144,829 8,410 144,829 8,410

Deferred income tax benefits will only be realised if the conditions for deductibility set out in Note 1 occur.

(c) Deferred tax liabilities The deferred income tax liability which has

been reduced to nil by the benefits attributable to tax losses not brought to account 2,089,190 3,696,500 2,089,190 3,696,500

Note 5: Interests of Key Management Personnel Refer to the Remuneration Report contained in the Report of the Directors for details of the remuneration paid or payable to each member of the Group’s key management personnel for the year ended 30 June 2009. (a) Names and positions held of economic and parent entity key management personnel in office at

any time during the financial year are: Key Management Person Position Mr G L Wedlock Chairman — non-executive (appointed 9th March 2009) Mr P R Murray Director — non-executive Mr A G Topp Director — non-executive (resigned 12th March 2009) Mr William C Wang Director — non-executive (resigned 26th November 2008) Mr Patrick Sam Yue Director — non-executive (resigned 26th November 2008) Mr Andrew Bell Director — non-executive Mr Priyank Thapliyal Director — non-executive Mr Youfu (Andrew ) Zhou Director — non-executive Mr Greg Durack Chief Executive Officer



- 32 -


Note 5: Key Management Personnel Compensation (cont’d) Key Management Person Position Mr R J Benussi General Manger — Corporate,

Chief Financial Officer & Company Secretary

Mr C W Guy Exploration Manager (b) The totals of remuneration paid to KMP of

the company and the Group during the year are as follows:

Consolidated Group Parent Entity 2009

$ 2008

$ 2009

$ 2008

$ Short-term employee benefits 881,827 723,827 881,827 723,827 Post-employment benefits 52,799 30,646 52,799 30,646 Termination payments 27,500 — 27,500 — Share-based payments 6,800 611,800 6,800 611,800 968,926 1,366,273 968,926 1,366,273

(c) Options and Rights Holdings Number of Options Held by Key Management Personnel

Balance 1.7.2008

Granted as Compen-

sation Options

Exercised Net Change

Other* Mr P R Murray 1,500,000 — — — Mr R J Benussi 4,000,000 — — — Mr C W Guy 1,000,000 200,000 — —

Total 6,500,000 200,000 — —

Balance 30.6.2009

Total Vested

30.6.2009

Total Exercisable

30.6.2009

Total Unexer-cisable

30.6.2009 Mr P R Murray 1,500,000 1,500,000 1,500,000 — Mr R J Benussi 4,000,000 4,000,000 4,000,000 — Mr C W Guy 1,200,000 1,200,000 1,200,000 — Total 6,700,000 6,700,000 6,700,000 —

* Net change other refers to options purchased, lapsed or sold during the financial year.



- 33 -


Note 5: Key Management Personnel Compensation (cont’d) (c) Shareholdings Number of Shares held by key management personnel

Balance 1.7.2008

Received as Remun-

eration Options

Exercised Net Change

Other* Balance

30.6.2009 Key Management Personnel Mr G L Wedlock — — — — — Mr P R Murray 2,459,375 — — (314,375) 2,145,000 Mr W C Wang 196,022 — — (196,022) — Mr P Sam Yue — — — — — Mr G Durack 60,000 — — (60,000) — Mr R J Benussi 100,000 — — (100,000) — Mr C W Guy — — — 15,000 15,000 Mr Eugene Xie (alternate) — — — — —

2,815,397 — — (655,397) 2,160,000

* Net change other refers to shares purchased or sold during the financial year. Consolidated Group Parent Entity Note 6: Auditors’ Remuneration 2009

$ 2008

$ 2009

$ 2008

$ Remuneration of the auditor of the parent entity, Grant Thornton NSW for:

— auditing or reviewing the financial report 77,060 88,395 77,060 88,395 77,060 88,395 77,060 88,385

Note 7: Dividends No dividends were declared or paid in the period.

— — — —



- 34 -


Consolidated Group Note 8: Earnings per Share 2009

$ 2008

$ (a) Reconciliation of earnings to net loss Net loss (10,189,577) (2,722,861) Losses used to calculate basic EPS and dilutive EPS (10,189,577) (2,722,861) No. No. (b) Weighted average number of ordinary shares outstanding during the year

used in calculating basic EPS and dilutive EPS 187,343,393 138,541,526

There are no dilutive potential ordinary shares as the exercise of options to ordinary shares would have the effect of decreasing the loss per ordinary share and would therefore be non-dilutive.

Note Consolidated Group Parent Entity Note 9: Cash Assets 2009

$ 2008

$ 2009

$ 2008

$ Cash in hand 52 322 51 321 Cash at bank 6,526,098 10,106,390 6,526,098 10,106,390

6,526,150 10,106,712 6,526,149 10,106,711

Reconciliation of cash Cash at the end of the financial year as shown in the cash flow statement of is reconciled to items in the balance sheet as follows: Cash at bank and in hand 6,526,150 10,106,712 6,526,149 10,106,711 Bank overdrafts 18 (11,955) (82,340) (11,955) (82,340)Credit cards 18 (10,547) (4,422) (10,547) (4,422)Cash and cash equivalents 6,503,648 10,019,950 6,503,647 10,019,949

Note 10: Receivables CURRENT GST receivables 51,493 117,524 51,493 117,524 Sundry debtors 28 34,000 — 34,000 — 85,493 117,524 85,493 117,524



- 35 -


Note 11: Other Financial Assets Consolidated Group Parent Entity (a) Available-for-sale Financial Assets

Comprise: 2009

$ 2008

$ 2009

$ 2008

$ Listed investments, at fair value — shares in listed corporations 6,459,954 — 6,459,954 — Unlisted investments, at recoverable

amount

— shares in controlled entities, at cost — — 140,000 140,000 Less: Impairment provision — — (138,000) —

— — 2,000 140,000

Unlisted investments, at cost — shares in unlisted companies 107,180 107,180 107,180 107,180 Total available-for-sale financial assets 6,567,134 107,180 6,569,134 247,180

Shares in listed investments are subject to an escrow period expiring on 30 March 2011. Note 12: Controlled Entities Controlled Entities Consolidated Percentage Owned (%)*

Country of

Incorporation 2009 2008 Parent Entity: - Jupiter Mines Limited Australia Subsidiaries of Jupiter Mines Limited: - Future Resources Australia Limited Australia 100 100 - Jupiter Uranium Pty Limited Australia 100 100 - Central Yilgarn Pty Limited Australia 100 100 - Broadgold Pty Limited 12(a) Australia 100 — * Percentage of voting power is in proportion to ownership (a) Acquisition of Controlled Entity During the year, 100% of the controlled entity Broadgold Pty Limited was acquired pursuant to the

transaction outlined in the explanatory memorandum attached to the Notice of Meeting held on 9 March 2009. Broadgold Pty Limited held the tenement known as “Mt Alfred”.



- 36 -


Consolidated Group Parent Entity Note 13: Plant and Equipment 2009

$ 2008

$ 2009

$ 2008

$ PLANT AND EQUIPMENT Leasehold improvements - At cost 2,791 238,391 2,791 238,391 - Accumulated depreciation (116) (75,502) (116) (75,502)

2,675 162,889 2,675 162,889

Plant and equipment - At cost 114,299 44,831 114,299 44,831 - Accumulated depreciation (25,570) (16,504) (25,570) (16,504)

88,729 28,327 88,729 28,327

Furniture and fittings - At cost 15,379 10,420 15,379 10,420 - Accumulated depreciation (2,364) (1,518) (2,364) (1,518)

13,015 8,902 13,015 8,902

Total plant and equipment 104,419 200,118 104,419 200,118

Movements in Carrying Amounts Movement in the carrying amounts for each class of plant and equipment between the beginning and the

end of the current financial year Leasehold

Improvements Office

Equipment Furniture and

Fittings Total $ $ $ $ Consolidated Group: Balance at 1 July 2007 210,568 11,544 5,156 227,268 Additions — 25,422 4,372 29,794 Disposals — — — — Depreciation expense (47,679) (8,639) (626) (56,944) Balance at 30 June 2008 162,889 28,327 8,902 200,118

Additions 2,791 80,351 4,959 88,101 Disposals (73,308) — — (73,308) Impairment (41,903) — — (41,903) Depreciation expense (47,794) (19,949) (846) (68,589)

Balance at 30 June 2009 2,675 88,729 13,015 104,419



- 37 -


Leasehold

Improvements Office

Equipment Furniture and

fittings Total $ $ $ $ Parent Entity: Balance at 1 July 2007 210,568 11,544 5,156 227,268 Additions — 25,422 4,372 29,794 Disposals — — — — Depreciation expense (47,679) (8,639) (626) (56,944)

Balance at 30 June 2008 162,889 28,327 8,902 200,118

Additions 2,791 80,351 4,959 88,101 Disposals (115,211) — — (115,211) Depreciation expense (47,794) (19,949) (846) (68,589)

Balance at 30 June 2009 2,675 88,729 13,015 104,419

Note 14: Intangible Assets Computer software - At cost 871 — 871 — - Accumulated amortisation — — — —

Net carrying value 871 — 871 —

Movements Balance at 1 July 2008 — — — — Additions 871 — 871 —

Balance at 30 June 2009 871 — 871 —

Note 15: Other Assets CURRENT Prepayments 14,808 17,443 14,808 17,443

NON-CURRENT

Deposits 808 5,396 808 5,396



- 38 -


Note 16: Exploration and Evaluation Assets

Consolidated Group Parent Entity Costs carried forward in respect of the following areas of interest:

2009 $

2008 $

2009 $

2008 $

— Widgiemooltha 377,550 2,078,987 377,550 2,078,987 — Klondyke 498,845 3,835,396 498,845 3,835,396 — Klondyke East 11,060 120,502 11,060 120,502 — Grattan Well 21,999 189,198 20,000 154,198 — Kurrajong 5,000 381,849 5,000 276,850 — Desdemona — 19,735 — 19,735 — Mount Mason 3,405,394 2,845,520 3,405,394 2,845,520 — Brockman 89,020 311,356 89,020 311,356 — Mt Ida & Mt Hope 2,417,679 1,588,995 2,417,679 1,588,995 — Mt Goldsworthy — 34,784 — 34,784 — Menzies — 17,582 — 17,582 — Walling Rock 20,189 8,054 20,189 8,054 — Mt Alfred 775,098 4,706 775,098 4,706 — Weebo — 762 — 762 — Chandlers Reward — 4,289 — 4,289 — Dordie Rocks South — 365,371 — 365,371 — Uranium 308 10,000 597,044 10,000 597,044 — Shay Gap — 29,931 — 29,931 — Corunna Downs 25,574 20,507 25,574 20,507 — Knapton Hill — 4,962 — 4,962 — Argyle Iron — 2,018 — 2,018 — Whale Back Iron Ore — 5,949 — 5,949 — Golden Ridge — 26,208 — 26,208 — Kambalda West — 24,699 — 24,699 — Newman — 259 — 259 — Yunndaga 20,000 — 20,000 — — Oakover 45,559 — 45,559 —

Total exploration expenditure 7,722,967 12,518,663 7,720,968 12,378,664 Capitalised costs amounting to $2,474,738 (2008: $2,015,318) have been included in cash flows from investing activities in the cash flow statement. An additional non-cash amount of $700,000 was incurred to acquire the Mount Alfred tenements part of the Pallinghurst and Red Rock Resources transaction. Please refer to note 25(b)(iii) for further details. The Group has written-off exploration carrying costs of $7,892,916 as impaired assets during the year ended 30 June 2009 (2008: $6,078) and is separately presented in the income statement as impairment of exploration interests.



- 39 -


Note 16: Exploration and Evaluation Assets (Cont’d)

The company’s strategic focus is on developing the iron ore and manganese assets, consequently the balance of projects within Jupiter’s portfolio of Gold, Nickel, Uranium and Base Metals are now non-core assets in the process of being divested. With the rationalisation of the non-core assets in conjunction with downward pressures on commodities and project valuations completed as part of the Pallinghurst and Red Rock Resources “Proposal”, due diligence on the carrying value of these assets is currently under review. The write-downs are based on the recent independent valuation of Jupiter’s exploration assets conducted by Snowden Mining Industry Consultants Pty Ltd for the recent EGM held on 9 March 2009 to consider the Proposal. The Snowden report was a component of the Notice of Meeting and Explanatory Memorandum and the ‘Preferred” valuation method has been adopted by the Board.

Pursuant to the transaction outlined in the explanatory memorandum attached to the Notice of Meeting held on 9 March 2009, Resolution 1 contained the approval to purchase all shares in Broadgold Pty Ltd which held tenement E29/581 known as “Mt Alfred”. The acquisition of the Mt Alfred tenement included provision for a bonus option to be exercised by the sellers of the tenement. See note 23 for more details.

Note 17: Trade and Other Payables Note Consolidated Group Parent Entity 2009

$ 2008

$ 2009

$ 2008

$ CURRENT Unsecured liabilities Trade payables 151,759 75,852 151,759 75,852 Sundry payables and accrued expenses 159,136 250,371 159,136 250,371 Lease liability 19,987 19,987 19,987 19,987

330,882 346,210 330,882 346,210

NON-CURRENT Unsecured liabilities Lease liability — 48,302 — 48,302 — 48,302 — 48,302

Note 18: Borrowings CURRENT Unsecured liabilities Bank overdrafts 11,955 82,340 11,955 82,340 Bank credit cards 10,547 4,422 10,547 4,422 22,502 86,762 22,502 86,762



- 40 -


Note Consolidated Group Parent Entity 2009

$ 2008

$ 2009

$ 2008

$ Note 19: Provisions CURRENT Short-term employee benefits 39,347 23,526 39,347 23,526 Provision for onerous contracts 56,548 — 56,548 —

95,895 23,526 95,895 23,526

NON-CURRENT Provision for make good — 35,000 — 35,000 Provision for onerous contracts 24,458 — 24,458 —

24,458 35,000 24,458 35,000

Movements in provisions: Short-term employee benefits Carrying amount at the start of the year 23,526 — 23,526 — Additional provisions recognised 33,805 23,526 33,805 23,526 Provisions used (17,984) — (17,984) —

At reporting date 39,347 23,526 39,347 23,526

Provision for make good Carrying amount at the start of the year 35,000 35,000 35,000 35,000 Provisions used (35,000) — (35,000) —

At reporting date — 35,000 — 35,000

Provision for onerous contracts Carrying amount at the start of the year — — — — Additional provisions recognised 81,006 — 81,006 —

At reporting date 81,006 — 81,006 —

The provision for onerous contracts comprises certain obligations on operating leases relating to premises. For further details regarding these commitments see note 22.



- 41 -


Note 20: Issued Capital Paid up capital: 240,385,875 (2008: 169,207,544)

fully paid ordinary shares 20a 36,306,992 31,606,992 36,306,992 31,606,992 6,700,000 (2008: 5,450,000)

fully paid options 20b 589,658 561,158 589,658 561,158

36,896,650 32,168,150 36,896,650 32,168,150

(a) Ordinary Shares At the beginning of reporting period 31,606,992 21,260,592 31,606,992 21,260,592 Shares issued during the year — 47,339,148 issued on 30 March 2009 3,125,861 — 3,125,861 — — 23,839,183 issued on 30 March 2009 1,574,139 — 1,574,139 — Shares issued during the previous period — 7,558,600 — 7,558,600

Sub total 36,306,992 28,819,192 36,306,992 28,819,192


— 2,787,800 — 2,787,800

Sub total — 2,787,800 — 2,787,800 Transaction costs relating to shares

issued

— — — —

At reporting date 36,306,992 31,606,992 36,306,992 31,606,992

Ordinary shares participate in dividends and

the proceeds on winding up of the parent entity in proportion to the number of shares held.

At the shareholders meetings each ordinary

share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

The ordinary shares have no par value.



- 42 -


Note 20: Issued Capital (cont’d) Note Consolidated Group Parent Entity 2009

No. 2008 No.

2009 No.

2008 No.

At the beginning of the reporting period 169,207,544 129,220,366 169,207,544 129,220,366 Shares issued during the period — 30 March 2009 47,339,148 — 47,339,148 — — 30 March 2009 23,839,183 — 23,839,183 — Shares issued during the previous

period

— 39,987,178 — 39,987,178 At reporting date 240,385,875 169,207,544 240,385,875 169,207,544


$ 2008

$ 2009

$ 2008

$ (b) Options At the beginning of reporting period 561,158 2,560,862 561,158 2,560,862 Options issued during the year — 1,750,000 on 19 December 2008 38,500 — 38,500 — 3,950,000 Options issued during the

previous period

— 507,700 — 507,700 500,000 Options Lapsed during the

period

(10,000) — (10,000) — 1,250,000 Options Lapsed during the

previous period

— (46,604) — (46,604) 16,180,000 Options converted to

ordinary shares during the previous period

— (2,460,800) — (2,460,800)

At reporting date 589,658 561,158 589,658 561,158



- 43 -


Note 20: Issued Capital (cont’d) 2009

No 2008 No

2009 No

2008 No

At the beginning of the reporting period 5,450,000 18,930,000 5,450,000 18,930,000 Options issued during the year — 19 December 2008 1,750,000 — 1,750,000 — Options issued during the previous year — 3,950,000 — 3,950,000 Options Lapsed during the period (500,000) — (500,000) — Options lapsed during the previous

period

— (1,250,000) — (1,250,000) 16,180,000 Options converted to

ordinary shares during the previous period

— (16,180,000) — (16,180,000)


(c) Options The balance of options at the beginning of the reporting period totalling 5,450,000 were to expire between

7th February 2009 and 31 December 2010 at exercise prices ranging from $0.20 to $0.35 per option. At 30 June 2009, there were 6,700,000 (30 June 2008: 5,450,000) unissued ordinary shares for which

options were outstanding. The options expire between 21st December 2009 and 31st December 2010 at exercise prices ranging from $0.20 to $0.35 per option.

(d) Capital Management Management controls the capital of the group in order to maintain a good debt to equity ratio, provide the

shareholders with adequate returns and ensure that the group can fund its operations and continue as a going concern.

The Group’s debt and capital includes ordinary share capital, redeemable preference shares, convertible preference shares and financial liabilities, supported by financial assets.

There are no externally imposed capital requirements.

Management effectively manages the group’s capital by assessing the group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.

There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year.



- 44 -


Note 21: Reserves Note Consolidated Group Parent Entity 2009

$ 2008

$ 2009

$ 2008

$ Options issued: 8,400,000 (2008: 8,200,000)

options 21a 1,188,600 1,181,800 1,188,600 1,181,800

The option reserve records items recognised as expenses on valuation of key management personnel share options.

(a) Options At the beginning of reporting period 1,181,800 1,181,800 1,181,800 1,181,800 Options recognised during the period 6,800 — 6,800 — No options converted to ordinary shares

during the period

— — — — No options Lapsed/cancelled during the

period

— — — —

At reporting date 1,188,600 1,1,81,800 1,188,600 1,181,800

2009 No

2008 No

2009 No

2008 No

At the beginning of the reporting period 8,200,000 8,200,000 8,200,000 8,200,000 Options issued during the year — 17 December 2008 200,000 — 200,000 — No Options converted to ordinary

shares during the period

— — — — No Options Lapsed/cancelled during the

period

— — — —


(b) Options Directors, employees and consultant share option scheme expenses of $6,800 (2008: $452,200) represents

the valuation of options granted. These were valued using the Black-Scholes pricing method. At 30 June 2009, there were 8,400,000 (30 June 2008: 8,200,000) unissued ordinary shares for which

options were outstanding. These options will expire between 29 December 2009 and 3 October 2012 at exercise prices ranging from $0.20 to $0.35 per option.

(c) Financial Asset Reserve The financial assets reserve records revaluation of financial assets.



- 45 -


Note 22: Capital and Leasing Commitments Note Consolidated Group Parent Entity 2009

$ 2008

$ 2009

$ 2008

$ Operating Lease Commitments Non-cancellable operating leases contracted for but not capitalised in the financial statements

Payable — minimum lease payments — not later than 12 months 304,523 126,895 304,523 126,895 — between 12 months and 5 years 364,959 324,055 364,959 324,055

669,482 450,950 669,482 450,950

The property leases comprise non-cancellable leases of two-year and five-year terms, with rent payable monthly in advance.

The company has entered into a non-cancellable sub-lease arrangement which expires in November 2011. The sub-lessee has assumed the make good commitments and the lease guarantee. The total expected minimum lease payments to be received over the remainder of the lease is $245,521.

Exploration Expenditure Commitments In order to maintain current rights of tenure to exploration tenements, the company and Group are required to perform minimum exploration work to meet the requirements specified by various State governments. These obligations can be reduced by selective relinquishment of exploration tenure or application for expenditure exemptions. Due to the nature of the company and Group’s operations in exploring and evaluating areas of interest, it is very difficult to forecast the nature and amount of future expenditure. It is anticipated that expenditure commitments for the next twelve months will be tenement rentals of $72,073 (2008: $75,670) and exploration expenditure of $2,900,000 (2008: $2,015,318).



- 46 -


Note 23: Contingent Liabilities and Contingent Assets

Contingent Liabilities The parent entity has provided guarantees to third parties in relation to the performance and obligations of controlled entities in respect of banking facilities. At reporting date, the value of these guarantees and facilities are $68,707 (2008: $107,466). On 16 February 2009, four Plaints and Summons have been lodged against Jupiter covering the Klondyke gold project on the basis that the claimant states that Jupiter has failed to comply with the terms of the option deed dated 29 January 2004, and thus requesting that Jupiter transfers 75 shares in each mining lease back to the plaintiffs under the terms of the option deed. Jupiter considers that the Plaintiffs have no claim and will defend the matter which has been adjourned until 25 September 2009 in the Marble Bar Warden’s Court. The Exploration value of Klondyke at 30 June 2009 was $498,845. Pursuant to the transaction outlined in the explanatory memorandum attached to the Notice of Meeting held on 9 March 2009, Resolution 1 contained the approval to purchase all shares in Broadgold Pty Ltd which held tenement E29/581 known as “Mt Alfred”. The terms and conditions of the option are as follows: 1. The Mount Alfred Bonus Option may be exercised by the Sellers giving written notice to the Buyer within

fourteen (14) days of an independent expert certifying the existence of in excess of 10 millions tonnes of JORC Compliance indicated or measured resources of saleable Direct Shipping Hematite Ore on Tenement E29/581 comprising the Mount Alfred Project. The Mount Alfred Bonus Option will expire on the second anniversary of the date on which such 10 million tonne resource is certified as existing, provided that such certification occurs within two years from the date of issue of such option, which is 1 September 2009.

2. Within fourteen (14) days of the Notice referred to in paragraph 1 the Buyer shall issue to the Sellers in equal proportions such number of ordinary shares in the capital of the Buyer as represent the sum of $2 multiplied by the independently certified resource in excess of 10 million tonnes as described in paragraph 1 above, divided by the volume weighted average price of the Buyer’s shares traded on the Australia Stock Exchange Limited over the 5 trading days prior to the giving of the notice referred to in paragraph 1 up to a maximum of 180 million ordinary shares in the capital of the Buyer.

Contingent Assets No contingent assets exist as 30 June 2009.

Note 24: Segment Reporting The Company operates solely in the mining industry within Australia.



- 47 -


Consolidated Group Parent Entity Note 25: Cash Flow Information 2009

$ 2008

$ 2009

$ 2008

$ (a) Reconciliation of Cash Flow from

Operations with Loss after Income Tax

Loss after income tax (10,189,577) (2,722,861) (10,189,577) (2,722,861) Non-cash flows in loss Depreciation and amortisation 68,589 56,944 68,589 56,944 Net loss on disposal of property,

plant and equipment 41,903 — 41,903 — Impairment of investment in

controlled entities

— — 138,000 — Share options recognised 45,300 959,900 45,300 959,900 Impairment of exploration and

evaluation assets 7,892,916 — 7,754,916 — Other non-cash items (9,993) — (9,993) — Changes in assets and liabilities, net

of the effects of purchase and disposal of subsidiaries

Decrease in GST receivable 66,031 27,780 66,031 27,780 Decrease in prepayments and

deposits paid 7,221 66,666 7,221 66,666 Decrease in trade debtors — 109,929 — 109,929 (Increase)/Decrease in other

debtors

(34,000) 84 (34,000) 84 (Decrease) in trade payables and

other creditors (15,327) (19,617) (15,327) (19,617) Decrease in trade payables and

other creditors from investing activities 71,808 — 71,808 —

Increase in provisions 96,827 23,526 96,827 23,526

Cash flow from operations (1,958,302) (1,497,649) (1,958,302) (1,497,649)



- 48 -


Note 25: Cash Flow Information (Cont’d) (b) Non-cash Financing and Investing

Activities

i. Share Issue 71,178,331 ordinary shares were issued at $0.066 per share to Pallinghurst Resources Australia

Limited and Red Rock Resources Plc as consideration for the acquisition of shares in Mindax Limited (ASX code: MDX) and the acquisition of tenements from Red Rock Resources Plc. Part of the transaction included a cash injection of $1 million which is included in the cash flow statement.

ii. Options 200,000 unquoted options expiring in 3 years from issue were granted under the JMS Employee Option

Plan with a value of $6,800 using the Black Scholes model with an exercise price of $0.30 per option to the Company’s Executives and employees.

1,750,000 options expiring 24 months from issue with an exercise price of $0.35 per option with a value of $38,500 using the Black Scholes model were granted as consideration for providing consulting, marketing as advisory services as resolved by the Board.

iii. Exploration and evaluation Capitalised costs amounting to $2,474,738 (2008: $2,015,318) have been included in cash flows from

investing activities in the cash flow statement. Exploration and evaluation costs of $700,000 (2008: $26,600) were non-cash in nature.


$ 2008

$ 2009

$ 2008

$ (c) Credit Standby Arrangements with

Banks

Credit facility 50,000 45,000 50,000 45,000 Amount utilised (10,545) (4,422) (10,545) (4,422)

Unused credit facility 39,455 40,578 39,455 40,578

The major facilities are summarised as follows:

Bank credit cards: Bank credit cards are arranged with

ANZ bank with the general terms and conditions being set and agreed to annually

Interest rates are variable and subject to adjustment



- 49 -


Note 26: Share-Based Payments Each option granted under the Jupiter Mines Limited Employee Option Plan entitles the employee to acquire one ordinary share of Jupiter Mines Limited (JMS). There are no voting or dividend rights attaching to the options until they are exercised by the employee, at which point ordinary shares which rank equally with all other JMS shares are issued and quoted on the ASX. The options cannot be transferred and will not be quoted on the ASX. All options expire on the earlier of their expiry date or termination of the individual's employment. Should the Vesting Conditions (described below) not be met, options will lapse. The terms and conditions of the grants on issue as at 30 June 2009 are as follows, whereby all options are settled by physical delivery of shares:

Grant Date No. of Options Vesting Date Vesting Conditions Expiry Date Exercise Price

17 December 2008 200,000 17 Dec 2008 Continuation of service 17 Dec 2011 $0.30 23 July 2007 600,000 23 Jul 2007 Continuation of service 23 Jul 2012 $0.25 16 August 2007 800,000 16 Aug 2007 Continuation of service 4 Sep 2012 $0.25 16 August 2007 600,000 16 Aug 2007 Continuation of service 4 Sep 2012 $0.30 16 August 2007 600,000 16 Aug 2007 Continuation of service 4 Sep 2012 $0.35 2 October 2007 200,000 2 Oct 2007 Continuation of service 3 Oct 2012 $0.25 14 November 2006 1,000,000 14 Nov 2006 Continuation of service 21 Nov 2011 $0.20 14 November 2006 1,000,000 14 Nov 2006 Continuation of service 21 Nov 2011 $0.25 14 November 2006 1,000,000 14 Nov 2006 Continuation of service 21 Nov 2011 $0.35 24 November 2006 900,000 24 Nov 2006 Continuation of service 1 Dec 2011 $0.20 29 December 2006 1,500,000 29 Dec 2006 Continuation of service 29 Dec 2009 $0.20

Total 8,400,000

The number and weighted average exercise prices of share options on issue as at 30 June 2009 were as follows:



- 50 -


Note 26: Share-Based Payments (Cont’d) Consolidated Group Parent Entity 2009 2008 2009 2008

Number of Options

Weighted Average Exercise Price $

Number of Options


Number of Options


Number of Options


Outstanding at the beginning of the period 8,200,000 0.2524 18,700,000 0.2000 8,200,000 0.2524 18,700,000 0.2000 Granted 200,000 0.3000 7,300,000 0.3239 200,000 0.3000 7,300,000 0.3239 Forfeited — — (9,800,000) 0.2918 — — (9,800,000) 0.2918 Cancelled — — (4,500,000) 0.3500 — — (4,500,000) 0.3500 Exercised — — (3,500,000) 0.2000 — — (3,500,000) 0.2000 Expired — — — — — — — —

Outstanding at the end of the period 8,400,000 0.25357 8,200,000 0.2524 8,400,000 0.25357 8,200,000 0.2524

Exercisable at the end of the period* 8,400,000 0.25357 8,200,000 0.2524 8,400,000 0.25357 8,200,000 0.2524

*Closing JMS share price on 30 June 2009 was $0.185 The options outstanding at 30 June 2009 have an exercise price of $0.25357 a weighted average contractual life of 2.33 years. During the financial year, no options were exercised (2008: 3,500,000). The fair value of services received in return for options granted are measured by reference to the fair value of options granted. The estimate of the fair value of the services received is measured based on the Black Scholes option-pricing model. The contractual life of the options is used as an input into the model. Expectations of early exercise are incorporated into the model as well.

Tranche Expiry Date

Fair Value per

Option $

Exercise Price

$

Price of Shares on

Grant $

Estimated Volatility

%

Risk Free Interest

%

Dividend Yield

% 1 17 Dec 2011 0.034 0.30 0.07 122.00 4.25 —

The expected volatility is based on the historic volatility of peer group entities (calculated on the weighted average remaining life of the share options), adjusted for any expected changes to volatility due to publiclyavailable information. Risk-free interest rates are based on 5 year government bonds. Options will only convert to ordinary shares upon the achievement of a service condition.



- 51 -


Note 27: Events After the Balance Sheet Date The following events occurred subsequent to balance date: 1. On July 1st the Company announced “Jupiter Secures Strategic Investment and Off-Take agreement with

POSCO. 2. On July 3rd the Company announced a “Board and Management Update”. 3. On July 13th the Company released High Grade Magnetite – Channel samples at Mt Ida. 4. On July 20th the Company received a “Change in Substantial Holding Notice” from LSG Coal Pty Ltd. 5. On July 22nd the Company released the June 2009 Quarterly Activities Report. 6. On July 24th the Company released the June 2009 Quarterly Cash flow Report Appendix-5B”. 7. On August 3rd the Company gave notice of a “Change of Directors Interest Notice”. 8. On August 10th the Company gave notice of an Extraordinary General Meeting to be held on 21st

September 2009 to consider a proposed share placement to Posco Australia Pty Ltd (“POSA”). 9. On August 18th the Company released details of the approved exploration plan and budget for the 2009/10

financial year. 10. On August 21st the Company received a “Change in Substantial Holding Notice” from LSG Coal Pty Ltd. 11. On September 1st the Company announced that Red Rock Resources Plc (“Red Rock”) and Pallinghurst

Steel Feed (Dutch) BV (“Pallinghurst”) have exercised the Manganese option under the second phase of the Rec Rock and Pallinghurst agreement which was approved at an Extraordinary General Meeting held on 9th March 2009.

12. On September 1st the Company received a “Change in Substantial Holding Notice” from Pallinghurst. 13. On September 1st the Company received a “Change in Substantial Holding Notice” from Red Rock. 14. The financial statements were authorised for issued by the board of directors on 10th September 2009.

There were no further events subsequent to balance date.



- 52 -


Note 28: Related Party Transactions Consolidated Group Parent entity 2009

$ 2008

$ 2009

$ 2008

$ Transactions between related parties are on

normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

Transactions with related parties: a. Key Management Personnel Consulting fees paid to Keypalm Pty Ltd, a

company in which Mr G L Wedlock has a beneficial interest. 36,129 — 36,129 —

Consulting fees paid to Intrepid Concepts Pty Ltd, a company in which Mr R J Benussi has a beneficial interest. 202,500 180,200 202,500 180,200

Consulting fees paid to Oni Design Pty Ltd, a company in which Mr Patrick Sam Yue has a beneficial interest. 29,751 33,727 29,751 33,727

Consulting fees paid to Fortune Corporation Australia Pty Ltd, a company in which Mr William C Wang has a beneficial interest. 29,806 39,167 29,806 39,167

Consulting fees paid to Condorex Limited, a company in which Mr Andrew Bell has a beneficial interest. 50,000 5,694 50,000 5,694

Consulting fees paid to LSG Resources Pty Ltd, a company in which Mr Youfu (Andrew) Zhou has a beneficial interest. 45,833 — 45,833 —

Consulting fees paid to PHM Securities Pty Ltd, a company in which Mr P R Murray has a beneficial interest. 4,583 — 4,583 —

Consulting fees paid to Pallinghurst Resources Australia Limited, a company in which Mr Priyank Thapliyal has a beneficial interest. 24,000 — 24,000 —

Amount receivable from Pallinghurst Resources Australia Limited, a company in which Mr Priyank Thapliyal has a beneficial interest. 34,000 — 34,000 —



- 53 -


Note 29: Financial Instruments (a) Financial Risk Management objective and policies The group’s financial instruments consist mainly of deposits with banks, short-term investments, accounts

receivable and payable. The main risks the group is exposed to through its financial instruments are interest rate risk, liquidity risk

credit risk and equity price risk. (i) Sensitivity analysis Interest rate sensitivity risk

Interest rate risk is managed with floating rate debt. At 30 June 2009 approximately 47% of group debt is fixed.

Consolidated Group Parent entity 2009

$ 2008

$ 2009

$ 2008

$ Change in profit and equity on interest revenue - Increase in interest rate by 2% 149,495 115,325 149,495 115,325 - Decrease in interest rate by 2% (149,495) (115,325) (149,495) (115,325) The sensitivity in 2009 is larger than in 2008, due to a higher average cash balance during the year. A sensitivity analysis has not been done for debt as the value at year end is deemed not to be material. (ii) Liquidity risk sensitivity risk The Group has no significant exposure to liquidity risk as there is only small amount of bank overdraft and

credit cards. The Group manages liquidity risk by monitoring immediate and forecast cash requirements and ensuring adequate cash reserves are maintained.

(iii) Credit risk sensitivity risk The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date

to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements.

The consolidated entity does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the consolidated entity.

(iv) Foreign currency sensitivity risk Foreign currency risk is the risk of exposure to transactions that are denominated in a currency other than

the Australian dollar. At 30 June 2009, the group has no exposure to foreign currencies, and therefore no sensitivity analysis has been performed.



- 54 -

NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2009

Note 29: Financial Instruments (cont’d) (v) Interest Rate Risk The Consolidated Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market

interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows: Fixed Interest Rate Maturing Weighted

Average Effective Interest

Rate Floating Interest Rate Within Year 1 to 5 Years Over 5 Years Non-interest

Bearing Total 2009

% 2008

% 2009

$ 2008

$ 2009

$ 2008

$ 2009

$ 2008

$ 2009

$ 2008

$ 2009

$ 2008

$ 2009

$ 2008

$ Financial Assets: Cash and deposits 5.05 7.00 6,526,150 10,106,712 — — — — — — — — 6,526,150 10,106,712 Receivables — — — — — — — — — — 85,493 117,524 85,493 117,524 Other Financial Assets — — — — — — — — — — 6,567,134 107,180 6,567,134 107,180

Total Financial Assets 6,526,150 10,106,712 — — — — — — 6,652,627 224,704 13,178,777 10,331,416

Financial Liabilities: Bank overdrafts 5.05 7.00 11,955 82,340 — — — — — — — — 11,955 82,340 Credit cards 15.29 16.49 10,547 4,422 — — — — — — — — 10,547 4,422 Trade and sundry payables — — — — 19,987 19,987 — 48,302 — — 310,895

277,921 330,882

346,210

Total Financial Liabilities

22,502

86,762 19,987 19,987 — 48,302 — — 310,895

277,921

353,384

432,972



- 55 -


Note 29: Financial Instruments (cont’d) (vi) Price Risk The Group is exposed to securities price risk on investments held for trading or for medium to longer terms.

The Group’s investments are held in the mining sector at reporting date. (vii) Net Fair Values The net fair values of: The carrying amount of financial assets and financial liabilities recorded in the financial statements

represents their respective net fair values, determined in accordance with the accounting policies disclosed in Note 1 to the financial statements.

(viii) Price Risk Sensitivity Analysis

As the Group does not derive revenue from sale of products, the effect on profit and equity as a result of changes in the price risk is not considered material. The fair value of the mining projects will be impacted by commodity price changes (predominantly iron ore, nickel and uranium) and could impact future revenues once operational. However, management monitors current and projected commodity prices.

The Group’s exposure to price risk on listed investments is as follows:

Consolidated Group Parent entity 2009

$ 2008

$ 2009

$ 2008

$ Change in profit - Increase in listed investments by 10% — — — — - Decrease in listed investments by 10% — — — — Change in equity - Increase in listed investments by 10% 645,995 — 645,995 — - Decrease in listed investments by 10% (645,995) — (645,995) — Note 30: Company Details The registered office and principle place of business of the Company is: Jupiter Mines Limited Level 2 72 Kings Park Road West Perth, WA 6005

Jupiter Mines Limited and Controlled EntitiesA.B.N. 51 105 991 740

Notes to the Financial StatementsNOTE 31. CHANGE IN ACCOUNTING POLICY

New Standard

Effective date (reporting

periods ending on or after) Impact of New Standard

Expected date of adoption

AASB 3 Business Combinations (March 2008) – “AASB 3R” Business combinations occurring on or after an annual reporting beginning on or after 1 July 2009

As the entity has not been a party to a business combination during the year, this standard is not expected to have any impact on the entity’s financial report.

1 July 2009

AASB 8 Operating Segments (February 2007) 31 December 2009

AASB 8 is a disclosure standard therefore has no impact on the entity’s reported position and performance. The new standard will however result in changes to operating segments disclosures within the financial report or the removal of the segment note forcertain entities.

1 July 2009

AASB 101 Presentation of Financial Statements (September 2007) – “AASB 101R”

31 December 2009

AASB 101R does not affect recognition or measurement criteria, therefore the changes are not expected to have any impact on the entity’s reported financial position.

1 July 2009AASB 101 Presentation of Financial Statements (July 2007)

AASB 101R contains a number of changes from the previous AASB 101. The main changes are to require that an entity must:• present all non-owner changes in equity ('comprehensive income') either in one statement of comprehensive income or intwo statements (a separate income statement and a statement of comprehensive income• present an additional statement of financial position (balance sheet) as at the beginning of the earliest comparative period when the entity applies an accounting policy retrospectively, makes a retrospective restatement, or reclassifies items in its financial statements• disclose income tax relating to each component of other comprehensive income• disclose reclassification adjustments relating to components of other comprehensive incomeThere are other changes to terminology, however these are not mandatory.

AASB 114 Segment Reporting (September 2005)

AASB 8 supersedes AASB 114. AASB 8 has a different scope of application to AASB 114; it is applicable only to listed entities and those in the process of listing, and requires that segment information be disclosed using the management approach. This may result in a different set of segments being identified than those previously disclosed under AASB 114.

AASB 3 Business Combinations (April 2007)

AASB 3R amends how entities account for business combinations and changes in ownership interests in subsidiaries. Many changes have been made to this standard affecting acquisition related costs, step acquisitions, measurement of goodwill and contingent considerations. AASB 3 also replaces the term “Minority Interest” with “Non-controlling Interest”. This standard can be early adopted, but only for reporting periods that begin on or after 30 June 2007. AASB 3 is applied prospectively.

The following Australian Accounting Standards have been issued or amended and are applicable to the parent and consolidated group but are not yeteffective. They have not been adopted in preparation of the financial statements at reporting date.

Superseeded Standard Explanation of amendments not yet effective

- 56 -

Jupiter Mines Limited and Controlled EntitiesA.B.N. 51 105 991 740

Notes to the Financial Statements

NOTE 31. CHANGE IN ACCOUNTING POLICY (CONT'D)

AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8 [AASB 5, AASB 6, AASB 102, AASB 107, AASB 119, AASB 127, AASB 134, AASB 136, AASB 1023 & AASB 1038]

31 December 2009

AASB 2007-3 is a disclosure standard and therefore has no impact on the entity's reported position or performance.

1 July 2009

AASB 2007-8 Amendments to Australian Accounting Standards arising from AASB 101

31 December 2009

As the changes do not affect recognition or measurement criteria, the changes are not expected to have any impact on the entity's reported financial position and performance.

1 July 2009

AASB 2007-10 Further Amendments to Australian Accounting Standards arising from AASB 101

31 December 2009

As the changes do not affect recognition or measurement criteria, the changes are not expected to have any impact on the entity's reported financial position and performance.

1 July 2009

AASB 2008-1 Amendments to Australian Accounting Standard – Share-based Payments: Vesting Conditions and Cancellations [AASB 2]

31 December 2009

Unless the entity enters into share-based payment transactions in future reporting periods, these amendments are not expected to have any impact on the entity’s financial report.

1 July 2009AASB 2008-1 was issued after the AASB made changes to AASB 2 Share Based Payments including:• Clarifying that vesting conditions are service conditions and performance conditions only, and that other features of a share-based payment are not vesting conditions.Cancellations, whether by the entity or by other parties, should be accounting for consistently.

Various AASB 2007-3 consequentially amends a number of standards arising from the issue of AASB 8. These amendments result from the changing the name of the segment reporting standard to AASB 8.

Various AASB 2007-10 makes a number of consequential amendments to a number of accounting standards arising from the revisionof AASB 101 in September 2007. The changes are largely to terminology for example changing the term 'general purpose financial report' to 'general purpose financial statements' and the term 'financial report' to 'financial statements', where relevant, in Australian Accounting Standards (including Interpretations) to better align with IFRS terminology.

AASB 2 Share-based Payments (June 2007)

Various AASB 2007-8 consequentially amends a number of AASB’s as a result of the reissue of AASB 101. Some of the changes include changing the terms: • ‘general purpose financial report’ to ‘general purpose financial statements’• ‘financial report’ to ‘financial statements’ in application paragraphs, where relevant, of Australian Accounting Standards (including Interpretations) to better align with IFRS terminology.

- 57 -



- 58 -

DIRECTORS’ DECLARATION

The directors of the company declare that:

1. the financial statements and notes, as set out on pages 18 to 57, are in accordance with the Corporations Act 2001 and:

(a) comply with Accounting Standards and the Corporations Regulations 2001; and

(b) give a true and fair view of the financial position as at 30 June 2009 and of the performance for the year ended on that date of the company and consolidated entity;

2. the Chief Executive Officer and Chief Financial Officer have each declared that:

(a) the financial records of the company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;

(b) the financial statements and notes for the financial year comply with the Accounting Standards; and

(c) the financial statements and notes for the financial year give a true and fair view;

3. in the directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

Signed on behalf of the directors

______________________ Geoff L Wedlock Chairman Sydney 10 September 2009

Grant Thornton NSW ABN 25 034 787 757 Level 17, 383 Kent Street Sydney NSW 2000 PO Locked Bag Q800 QVB Post Office Sydney NSW 1230

T +61 2 8297 2400

F +61 2 9299 4445

E [email protected]

W www.grantthornton.com.au

59

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together

with its subsidiaries and related entities, delivers its services independently in Australia.

Liability limited by a scheme approved under Professional Standards legislation.

Independent Auditor’s Report

To the Members of Jupiter Mines Limited

Report on the Financial Report

We have audited the accompanying financial report of Jupiter Mines Limited (the company)

which comprises the balance sheet as at 30 June 2009, and the income statement, statement

of changes in equity and cash flow statement for the year ended on that date, a summary of

significant accounting policies, other explanatory notes and the directors’ declaration of the

consolidated entity comprising the company and the entities it controlled at the year’s end or

from time to time during the financial year.

Directors’ responsibility for the financial report

The directors of the company are responsible for the preparation and fair presentation of

the financial report in accordance with Australian Accounting Standards (including the

Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility

includes establishing and maintaining internal controls relevant to the preparation and fair

presentation of the financial report that is free from material misstatement, whether due to

fraud or error; selecting and applying appropriate accounting policies; and making

accounting estimates that are reasonable in the circumstances. In Note 1, the directors also

state, in accordance with Accounting Standard AASB 101 Presentation of Financial

Statements, that compliance with the Australian equivalents to International Financial

Reporting Standards ensures that the financial report, comprising the financial statements

and notes, complies with International Financial Reporting Standards.

60

Auditor’s responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We

conducted our audit in accordance with Australian Auditing Standards. These Auditing

Standards require that we comply with relevant ethical requirements relating to audit

engagements and plan and perform the audit to obtain reasonable assurance whether the

financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial report. The procedures selected depend on the auditor’s

judgement, including the assessment of the risks of material misstatement of the financial

report, whether due to fraud or error. In making those risk assessments, the auditor

considers internal control relevant to the entity’s preparation and fair presentation of the

financial report in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

entity’s internal control. An audit also includes evaluating the appropriateness of accounting

policies used and the reasonableness of accounting estimates made by the directors, as well

as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide

a basis for our audit opinions.

Independence

In conducting our audit, we complied with applicable independence requirements of the

Corporations Act 2001.

Auditor’s opinion

In our opinion:

a the financial report of Jupiter Mines Limited is in accordance with the Corporations Act

2001, including:

i giving a true and fair view of the company’s and consolidated entity’s financial

position as at 30 June 2009 and of their performance for the year ended on that

date; and

ii complying with Australian Accounting Standards (including the Australian

Accounting Interpretations) and the Corporations Regulations 2001; and

b the financial report also complies with International Financial Reporting Standards as

disclosed in Note 1.

61

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 9 to 16 of the directors’ report

for the year ended 30 June 2009. The directors of the company are responsible for the

preparation and presentation of the Remuneration Report in accordance with section 300A

of the Corporations Act 2001. Our responsibility is to express an opinion on the

Remuneration Report, based on our audit conducted in accordance with Australian Auditing

Standards.

Auditor’s opinion

In our opinion the Remuneration Report of Jupiter Mines Limited for the year ended 30

June 2009 complies with section 300A of the Corporations Act 2001.

GRANT THORNTON NSW

Chartered Accountants

N J BRADLEY

Partner

Sydney, 10 September 2009



- 62 -

Additional Information for Listed Companies Shareholder Information required by the ASX Limited (ASX) Listing Rules and not disclosed elsewhere in the Report is set out below. All information is correct as at 4 September 2009. Substantial shareholders The following shareholders have notified the Company that pursuant to the provisions of section 671B of the Corporations Act they are substantial shareholders. Name Number of fully paid

ordinary shares %

Red Rock Resources plc 93,104,165 28.97 Pallinghurst Steel Feed (Dutch) BV 92,899,165 28.91 LSG Coal Pty Ltd 19,754,023 6.15

Number of security holders and securities on issue Quoted equity securities Jupiter has issued 321,386,471 fully paid ordinary shares and these are held by 1,793 shareholders Unquoted equity securities The unlisted securities currently on issue are set out below. 1,000,000 unlisted $0.20 options expiring on 22/10/2009 have been issued to 1 option

and remain unexercised. 500,000 unlisted $0.20 options expiring on 21/12/2009 have been issued to 1 option

and remain unexercised. 1,500,000 unlisted $0.20 options expiring on 29/12/2009 have been issued to 1 option

holder under the JMS Employee Option Plan and remain unexercised. 1,500,000 unlisted $0.35 options expiring on 30/11/2010 have been issued to 1 option

holder and remain unexercised 1,950,000 unlisted $0.35 options expiring on 30/12/2010 have been issued to 1 option

holder and remain unexercised 1,000,000 unlisted $0.20 options expiring on 21/11/2011 have been issued to 2 option

holders under the JMS Employee Option Plan and remain unexercised. 1,000,000 unlisted $0.25 options expiring on 21/11/2011 have been issued to 2 option

holders under the JMS Employee Option Plan and remain unexercised. 1,000,000 unlisted $0.35 options expiring on 21/11/2011 have been issued to 2 option

holders under the JMS Employee Option Plan and remain unexercised. 900,000 unlisted $0.20 options expiring on 01/12/2011 have been issued to 2 option


holder under the JMS Employee Option Plan and remain unexercised. 200,000 unlisted $0.25 options expiring on 3/10/2012 have been issued to 1 option

holder under the JMS Employee Option Plan and remain unexercised. 800,000 unlisted $0.25 options expiring on 4/09/2012 have been issued to 1 option




holders under the JMS Employee Option Plan and remain unexercised.



- 63 -

Voting rights Ordinary shares The voting rights attached to ordinary shares are that on a show of hands, every member present, in person or proxy, has one vote and upon a poll, each share shall have one vote. Options Option holders do not have any voting rights on the options held by them. Distribution of security holders Category Fully paid Ordinary shares Holders Shares % 1 - 1,000 27 6,447 0 1,001 - 5,000 322 1,113,243 .35 5,001 - 10,000 359 3,180,861 .99 10,001 - 100,000 898 32,576,900 10.14 100,001 and over 187 284,509,020 88.52 Total 1,793 321,386,471 100.00

Unmarketable parcel of shares The number of shareholders holding less than a marketable parcel of ordinary shares is 138. 2,788 shares comprise a marketable parcel at the Jupiter closing share price of $0.18. Details regarding escrow There are 152,178,927 ordinary shares held in escrow as follows:

71,178,331 shares escrowed until 30 March 2010 81,000,596 shares escrowed until 1 September 2010

On market buy-back There is no current on market buy-back.



- 64 -

Twenty largest shareholders Details of the 20 largest shareholders by registered shareholding are: Name No. of

shares %

1 Red Rock Resources plc 93,104,165 28.97 2 Pallinghurst Steel Feed (Dutch) BV 92,899,165 28.91 3 LSG Coal Pty Ltd 19,754,023 6.15 4 Mrs Shirley Watson 5,000,000 1.56 5 Cong Ming Limited 4,875,731 1.52 6 Phillip Securities Pte Ltd 3,217,741 1.00 7 HSBC Custody Nominees (Australia) Limited 2,533,305 0.79 8 Stoligor Pty Ltd 2,005,765 0.62 9 Mr Paul Raymond Murray <PHM Super Fund a/c> 1,805.625 0.56 10 Mr Garry Ernest Mullan 1,800,000 0.56 11 Ms Monika Rosina Sommersperger-Mullan 1,706,250 0.53 12 Kings Park Superannuation Fund Pty Ltd

<Kings Park Super Fund a/c>

1,365,000

0.42 13 Public Trustee <ITFC Broking Services Ltd a/c> 1,355,000 0.42 14 Mr Jamal Sabsabi 1,300,000 0.40 15 Phillip Securities (Hong Kong) Ltd 1,247,620 0.39 16 Ademsa Pty Ltd 1,200,000 0.37 17 Gascorp Australia Pty Ltd 1,200,000 0.37 18 Ms Kwai Sau Hau 1,175,150 0.37 19 Fortis Clearing Nominees < settlement a/c> 1,172,439 0.36 20 Dr Michael Wunsh <Super Plan a/c> 1,124,474 0.35 Total 239,841,453 74.62



- 65 -

Corporate Governance Statement Jupiter is committed to implementing high standards of corporate governance, and has endorsed the ASX Corporate Governance (Council) Corporate Governance Principles and Recommendations (ASX Principles). Jupiter aims to follow the best practice recommendations for listed companies to the extent that it is practicable. Where Jupiter’s corporate governance practices do not correlate with the practices recommended by the Council, Jupiter does not consider it practicable or necessary to implement these principles due to the size and stage of development of its operations and the Board’s reasoning for any departure is explained. Set out below are the fundamental corporate governance practices of Jupiter. 1. The Board Lays Solid Foundations for Management and Oversight Role of the Board The Board’s role is to govern Jupiter rather than to manage it. In governing Jupiter, the Directors must act in the best interests of Jupiter as a whole. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director of Jupiter; any candidate will confirm that they have the necessary time to devote to their Company Board position prior to appointment. In addition, non-executive Directors receive formal letters of appointment setting out the key terms, conditions and expectations of their appointment. Responsibilities of the Board In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of Jupiter. It is required to do all things that may be necessary to be done in order to carry out the objectives of Jupiter. The Board is responsible for governing Jupiter and for setting the strategic direction of Jupiter and has thereby established the functions reserved to the Board. Board responsibilities are set out in the Jupiter Board Charter. The Board has established an Audit Committee and a Remuneration & Nomination Committee to assist it in discharging its functions. The Board Charter and Committee Charters are available on the Jupiter website (under “Corporate Governance”). The Board generally holds meetings on a monthly basis however additional meetings may be called as required. Directors’ attendance at meetings for the year is set out on page 7. In carrying out its governance role, the main task of the Board is to oversee the performance of Jupiter. The Board is committed to Jupiter’s compliance with all of its contractual, statutory and any other legal obligations, including the requirements of any regulatory body. Relationship with Management The Board has delegated responsibility for the day-to-day operations of Jupiter to senior executives as set out in the Board Charter. It is the role of senior executives to manage Jupiter in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties. Mr Greg Durack as Chief Executive Officer, Mr Robert Benussi as Chief Financial Officer & Company Secretary and Mr Charles (Bill) Guy as Exploration Manager comprise the senior management team.



- 66 -

Independent Professional Advice and Access to Company Information Each director has the right of access to all Jupiter information and to Jupiter’s executives. Further, the Board collectively and each director, subject to informing the Chairman, has the right to seek independent professional advice from a suitably qualified advisor, at Jupiter’s expense, to assist them to carry out their responsibilities. Where appropriate, a copy of this advice is to be made available to all other members of the Board. Performance Review/Evaluation Senior executive’s key performance indicators are set annually, with performance appraised by the Board, and reviewed in detail by the Remuneration & Nomination Committee at the end of the financial year. However, this process of performance evaluation was not formally undertaken for the year given the changes in the Board of Directors. Education and Induction New directors undergo an induction process in which they are given a full briefing on Jupiter. Where possible, this will include meetings with key executives, and a due diligence package and presentations from management. In order to achieve continuing improvement in Board performance, all directors are encouraged to undergo continual professional development. 2. The Board is Structured to Add Value Composition of the Board and details of Directors Jupiter currently has five directors at the date of this Annual Report. Mr Paul Murray held the position of independent Non-Executive Director and was Chairman throughout the year until 12 March 2009 when Mr Geoff Wedlock was appointed as Executive Director and Chairman. Other independent Non-Executive Directors throughout the year were: Mr William Wang and Patrick Sam Yue (who both resigned on 26 November 2008) and Mr Alan Topp (resigned 12 March 2009). The remaining Directors, Mr Andrew Bell, Mr Priyank Thapliyal and Mr Youfu Zhou are Non-Executive Directors and are not independent. Mr Yuzheng (Eugene) Xie was appointed as alternate director for Mr Youfu Zhou and is also a Non-Executive Directors that is not independent. There is a clear division of responsibility between the role of Chairman and the Chief Executive Officer, Mr Greg Durack. Subsequently, on 3 July 2009, Geoffrey Wedlock changed his role to Non-Executive Director and Chairman. All incumbent directors bring an independent judgment to bear in Board deliberations and the current representation is considered adequate given the stage of the Company’s development. The Company recognises the importance of Non-Executive Directors and the external perspective and advice that Non-Executive Directors can offer. It is the approach and attitude of each Non-Executive Director which determines independence and this must be considered in relation to each Director, while taking into account all other relevant factors. Determination of the independence of directors is made with reference to the factors set out in the relationships affecting independent status in the ASX Principles. The Board was comprised of a majority of independent directors until the end of November 2008. However, as the requirements of the Company changed, and the skills, attributes and experiences required of its Board also changed, there was not a majority of Directors that were independent for the remainder of the year as the Board changes took place. Further details about the current Directors skills, experience and period of office are set out on page 2 to 3 of the Directors’ Report.



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Performance Review/Evaluation The Remuneration and Nomination Committee is responsible for the evaluation of the Board, committees and individual directors’ performance. However, this process for evaluation of the Board and committees was not undertaken due to the changes in the Board of Directors throughout the year. Remuneration & Nomination Committee The Board has established a Remuneration & Nomination Committee (Committee) and its role is set out in a formal charter which is available on the Jupiter website under “Corporate Governance”. From the commencement of the year until 26 November 2009 there were two independent non-executive directors as members of this Committee: Mr Paul Murray and Mr Patrick Sam Yue who resigned on 26 November 2008. Mr Paul Murray remained on the Committee throughout the year as an independent Chairman of the Committee. However, the Committee did not comprise at least three members throughout the year due to the changes in the Board. The Committee’s responsibilities, among other responsibilities, are to assess the necessary competencies of the Board, review Board succession plans, develop processes for evaluation of the Board and the appointment and re-election of Directors with reference to the guidance set out in the Board Charter. The Board will be aiming to appoint at least three members in the subsequent year. Details of the members of the Remuneration & Nomination Committee and their attendance at Committee Meetings are set out on page 7. 3. The Board Promotes Ethical and Responsible Decision Making Confidentiality In accordance with legal requirements and agreed ethical standards, Directors and key executives of Jupiter have agreed to keep confidential, information received in the course of the exercise of their duties and will not disclose non-public information except where disclosure is authorised or legally mandated. Company Code of Conduct and Ethics As part of its commitment to recognising, the legitimate expectations of stakeholders and promoting practices necessary to maintain confidence in the Company’s integrity, Jupiter has an established Code of Conduct to guide compliance with legal, ethical and other obligations to legitimate stakeholders and the responsibility and accountability required of the Company’s personnel for reporting and investigating unethical practices or circumstances where there are beaches of the Code. These stakeholders include employees, clients, customers, government authorities, creditors and the community as whole. This Code governs all Jupiter commercial operations and the conduct of Directors, employees, consultants, contactors and all other people when they represent Jupiter. the responsibility and accountability required of the Company’s personnel for reporting and investigating unethical practices The Board, management and all employees of Jupiter are committed to implementing this Code and each individual is accountable for such compliance. A copy of the Code is given to all employees, contractors and relevant personnel, including directors, and is available on the Jupiter website (under “Corporate Governance”). Trading in Jupiter Shares

Jupiter’s Share Trading Policy prohibits Directors from taking advantage of their position or information acquired, in the course of their duties, and the misuse information for personal gain or to cause detriment to the Company.

Directors, senior executives and employees are required to advise Jupiter’s Company Secretary of their intentions prior to undertaking any transaction in Jupiter securities. If an



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employee, officer or director is considered to possess material non-public information, they will be precluded from making a security transaction until after the time of public release of that information. A copy of Jupiter’s Personnel Share Trading Policy is available on the Jupiter website (under “Corporate Governance”).

4. The Board safeguards integrity in financial reporting Audit Committee The Board has established an Audit Committee to assist the Board. The responsibilities of the Committee are set out in a formal charter which is available on the Jupiter website under “Corporate Governance”. While there were changes in Audit Committee members, there were two independent Non-Executive directors maintained in number as members of this committee throughout the year. Mr William Wang was an independent Non-Executive member of the Audit Ccommittee until his resignation from the Company on 26 November 2008. Mr Alan Topp was an independent Non-Executive Chairman of the Audit Committee until his resignation from the Company on 12 March 2009. Mr Patrick Sam Yue was an independent Non-Executive member of the Audit Committee until 26 November 2008 until his resignation from the Company on 26 November 2008 at which time Andrew Bell became a Non-Executive, non independent member of the Audit Committee. Mr Paul Murray was an independent Non-Executive member of the Audit Committee throughout the year and subsequent to 30 June 2009 became the Chairman of the Audit Committee. After taking into consideration the changes in the Audit Committee, there were three Non-Executive Director members of the Audit Committee, the majority of which were independent, until 12 March 2009. After this time two Non-Executive members resided in the Audit Committee with Mr Paul Murray remaining an independent member. The Board will aim to appoint at least one new member to the Audit Committee in due course. The Audit Committee Charter sets out the policy for the selection, appointment and rotation of external audit engagement partners. Details of the members of the Audit Committee and their attendance at Committee Meetings are set out on page 7. 5. The Board Makes Timely and Balanced Disclosure Continuous Disclosure The Board has designated Jupiter’s Company Secretary as the person responsible for overseeing and co-ordinating disclosure of information to the ASX as well as communicating with the ASX. The Board has established a written policy for ensuring compliance with ASX Listing Rule disclosure requirements and accountability at senior executive level for that compliance. A copy of the Jupiter Continuous Disclosure Policy is available on the Jupiter website (under “Corporate Governance”). 6. The Board Respects the Rights of Shareholders Shareholder Communication Jupiter respects the rights of its shareholders and to facilitate the effective exercise of those rights, Jupiter communicates with its shareholders continually and periodically and encourages shareholder participation at annual general meetings. Periodic ASX



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announcements include quarterly reports, the half-year report, annual report and annual general meeting presentations. Copies of all ASX announcements and reports are made available on the Company’s website. Shareholders are encouraged to provide an email address to receive electronic copies of all announcements and reports. The independent external auditor attends the Annual General Meeting to respond to questions from shareholders on the conduct of the audit and the preparation and content of the audit report. A copy of the Jupiter Shareholder Communications Policy is available on the Jupiter website (under “Corporate Governance”). 7. The Board Recognises and Manages Risk The Board has accepted the role of identifying, assessing, monitoring, managing and mitigating wherever possible, any significant risks applicable to Jupiter and its operations. It has not established a separate committee to deal with these matters as the Directors consider the size of Jupiter and its operations does not warrant a separate committee at this time. The Audit Committee is charged with the responsibility of financial risk management although, as noted above. The Company is committed to the identification, monitoring and management of material business risks of its activities. The Board has in place a number of policies that aim to manage specific risks that have been identified. The Company’s personnel are responsible for adhering to the Occupational Health and Safety Policy as part of the risk management process. Further, the Board is aiming to develop an overall policy for the oversight and management of material business risks to accommodate its present and future stages of development. The Board assumes ultimate responsibility for the oversight and management of material business risks and satisfies itself annually, or more frequently as required, that management has developed and implemented a sound system of risk management and internal control to manage the Company’s material business risks. As the Company is aiming to develop its risk management framework it will consider implementing management reporting on the company’s key risks. Given the Company’s size and stage of development a formal reporting process has not been implemented as yet. However, the Board will oversee the adequacy and content of risk reporting from management and in future require management to report and indicate the effectiveness of the company’s management of its material business risks. Except for assurances from the Chief Executive Officer and the Chief Financial Officer in relation to financial reporting risks, the Board has not received a report from management on whether the company's material business risks are being managed effectively because the Company is in the process of developing its risk management framework. However, the aim is to implement risk management reporting on a periodic basis, management to ensure that it designs and implements an appropriate risk management system, and then be in a position to report as to the effectiveness of the company's management of material business risks going forward. Refer to pages 53 to 55 of the annual report for a summary of financial risks. Attestations by Chief Executive Officer/Chief Financial Officer In accordance with Recommendation 7.3 of the ASX Principles, the Chief Executive Officer and Chief Financial Officer have stated in writing to the Board: “That: 1. the statement given in accordance with section 295A of the Corporations Act, the

integrity of financial statements is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board; and

2. Jupiter Mines Limited’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects.“



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8. The Board Remunerates Fairly and Responsibly Remuneration Report and Remuneration Policies The responsibilities of the Remuneration & Nomination Committee include making recommendations to the Board regarding the remuneration of senior executives, executive directors and non-executive directors of the Company. In accordance with the Constitution of Jupiter, shareholders determine the aggregate annual remuneration of the Non-Executive Directors. It is the Board’s policy to issue options packages to Non-Executive Directors after a qualifying period of six months service on the Board, and with the approval of shareholders at a general meeting. The Board believes that this policy assists in attracting Non-Executive Directors who have the requisite skills to add value to the Board. Remuneration of all Directors paid during the year is set out in the Directors’ Report and in note 5 to the Financial Statements. Further details on the structure of Executive Directors, Non-executive Directors and senior executives’ remuneration are set out in the Remuneration Report on pages 9 to 16 of this Annual Report. Non-Executive Directors are eligible to receive options over the Company’s shares at the time of their retirement where it is considered an appropriate element of remuneration in situations when the Non-Executive’s skills and experiences are recognised as important to the Company’s future development. The terms of the options are set out in agreements between the Company and Non-Executive Directors and will vary depending on the age of the relevant Director at the time of retirement. Hedging Policy No Jupiter employee is permitted to enter into transactions with securities (or any derivative thereof) which limit the economic risk of any unvested entitlements awarded under any Jupiter equity-based remuneration scheme currently in operation or which will be offered by Jupiter in the future. As part of Jupiter’s due diligence undertaken at the time of half and full year results, Jupiter’s equity plan participants are requested to confirm that they have not entered into any such prohibited transactions.

abn 51 105 991 740 and controlled entities · youfu (andrew) zhou (non-executive director) alan...

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